MCI WORLDCOM INC
S-4/A, 2000-03-02
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>


   As filed with the Securities and Exchange Commission on March 2, 2000
                                                      Registration No. 333-90421
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              AMENDMENT NO. 4
                                       TO
                                    FORM S-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               MCI WORLDCOM, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
 <C>                           <S>                   <C>
           Georgia                     4813                   58-1521612
 (State or other jurisdiction   (Primary Standard          (I.R.S. Employer
     of incorporation or            Industrial          Identification Number)
        organization)          Classification Code
                                     Number)
</TABLE>

                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                                 (601) 460-5600
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                               Bernard J. Ebbers
                     President and Chief Executive Officer
                               MCI WORLDCOM, Inc.
                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                                 (601) 460-5600
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                   Copies to:

        Robert A. Kindler, Esq.                 Bruce N. Hawthorne, Esq.
     Robert I. Townsend, III, Esq.             E. William Bates, II, Esq.
        Cravath, Swaine & Moore                     King & Spalding
            Worldwide Plaza                   1185 Avenue of the Americas
           825 Eighth Avenue                    New York, New York 10036
        New York, New York 10019                     (212) 556-2100
             (212) 474-1000

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

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective in
connection with the merger (the "Merger") of Sprint Corporation ("Sprint") with
and into the Registrant pursuant to the Amended and Restated Agreement and Plan
of Merger (the "Merger Agreement") described in the proxy statement/prospectus
forming a part of this Registration Statement.

   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
<CAPTION>
                                            Proposed
                                            maximum         Proposed
 Title of each class of                     offering        maximum
    securities to be        Amount to be     price         aggregate           Amount of
       registered            registered     per unit     offering price     registration fee
- --------------------------------------------------------------------------------------------
<S>                       <C>               <C>      <C>                    <C>
Common Stock, par value
 $0.01 per share
 ("WorldCom Common
 Stock"), and associated
 preferred stock
 purchase rights.......   1,810,164,639 (1)   N/A    $57,046,603,667 (6)(7) $15,858,956 (6)
- --------------------------------------------------------------------------------------------
Common Stock, Series 2,
 par value $0.01 per
 share
 ("WorldCom Series 2
 Common Stock"), and
 associated preferred
 stock purchase
 rights................      55,661,038 (2)   N/A    $             0 (7)    $         0
- --------------------------------------------------------------------------------------------
PCS Common Stock, Series
 1, par value $1.00 per
 share
 ("WorldCom Series 1 PCS
 Stock"), and associated
 preferred stock
 purchase rights.......     587,930,260 (3)   N/A    $20,427,831,914 (7)(8) $ 5,678,937 (8)
- --------------------------------------------------------------------------------------------
PCS Common Stock, Series
 2, par value $1.00 per
 share
 ("WorldCom Series 2 PCS
 Stock"), and associated
 preferred stock
 purchase rights.......     479,733,140 (4)   N/A    $ 2,007,683,191 (7)(9) $   558,136 (9)
- --------------------------------------------------------------------------------------------
Series 5 Preferred
 Stock, par value $0.01
 per share
 ("WorldCom Series 5
 Preferred Stock").....              95 (5)   N/A    $     9,500,000 (10)   $     2,641 (10)
- --------------------------------------------------------------------------------------------
Series 7 Preferred
 Stock, par value $0.01
 per share
 ("WorldCom Series 7
 Preferred Stock").....         246,766 (5)   N/A    $   246,766,000 (11)   $    68,601 (11)
- --------------------------------------------------------------------------------------------
 Total...................................................................   $22,167,271 (12)
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
   (See footnotes on the following page.)

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>


 (1) Based upon the sum of (i) 1,419,411,332, the product of (a) 773,858,539,
     the total fully diluted number of shares of Series 1 FON common stock, par
     value $2.00 per share, of Sprint (the "Sprint Series 1 FON Stock") and (b)
     1.8342, the maximum FON Exchange Ratio (as defined in the attached Merger
     Agreement), (ii) 54,823,598, the product of (a) 472,515,388, the total
     fully diluted number of shares of Series 1 PCS common stock, par value
     $1.00 per share, of Sprint (the "Sprint Series 1 PCS Stock") and (b)
     0.116025, the PCS Exchange Ratio (as defined in the attached Merger
     Agreement), (iii) 322,538,699, the product of (a) 175,847,072, the total
     fully diluted number of shares of Series 3 FON common stock, par value
     $2.00 per share, of Sprint (the "Sprint Series 3 FON Stock") (which
     includes the shares of Sprint Series 3 FON Stock underlying the class A
     common stock of Sprint) and (b) 1.8342, the maximum FON Exchange Ratio and
     (iv) 13,391,010, the product of (a) 115,414,872, the total fully diluted
     number of shares of Series 3 PCS common stock, par value $1.00 per share,
     of Sprint (the "Sprint Series 3 PCS Stock") (which includes the shares of
     Sprint Series 3 PCS Stock underlying the class A common stock of Sprint)
     and (b) 0.116025, the PCS Exchange Ratio. The Registrant hereby also
     registers 55,661,038 additional shares of WorldCom Common Stock as may be
     issuable in the Merger in respect of the premium to be paid in the Merger
     with respect to additional shares of Sprint Series 1 PCS Stock that have
     been issued prior to the Merger upon the conversion of (a) shares of
     Series 2 PCS common stock, par value $1.00 per share, of Sprint (the
     "Sprint Series 2 PCS Stock"), (b) shares of Preferred Stock-Seventh
     Series, Convertible, without par value, of Sprint (the "Sprint Seventh
     Series Preferred Stock") and (c) the Warrants (as defined below).

 (2) Based upon the product of (i) 479,733,140, the sum of (a) the outstanding
     number of shares of Sprint Series 2 PCS Stock, (b) the number of shares of
     Sprint Series 2 PCS Stock issuable upon the exercise of the Sprint
     warrants (the "Warrants") issued to Cox Teleport Partners, Inc., Cox
     Communications, Inc., Comcast Telephony Services Holdings, Inc., TCI
     Wireless Holdings, Inc. and TCI Spectrum Investment, Inc., and (c) the
     number of shares of Sprint Series 2 PCS Stock issuable upon conversion of
     the outstanding shares of Sprint Seventh Series Preferred Stock and (ii)
     0.116025, the PCS Exchange Ratio.

 (3) Based upon the sum of (i) 472,515,388, the total fully diluted number of
     shares of Sprint Series 1 PCS Stock and (ii) 115,414,872, the total fully
     diluted number of shares of Sprint Series 3 PCS Stock (which includes the
     shares of Sprint Series 3 PCS Stock underlying the class A common stock of
     Sprint). The Registrant hereby also registers 479,733,140 additional
     shares of WorldCom Series 1 PCS Stock as may be issuable in the Merger in
     respect of shares of Sprint Series 2 PCS Stock (including shares issuable
     upon the exercise of the Warrants and upon conversion of Sprint Seventh
     Series Preferred Stock) that have converted prior to the Merger into
     shares of Sprint Series 1 PCS Stock.

 (4) Based upon the sum of (i) the outstanding number of shares of Sprint
     Series 2 PCS Stock, (ii) the number of shares of Sprint Series 2 PCS Stock
     issuable upon the exercise of the Warrants and (iii) the number of shares
     of Sprint Series 2 PCS Stock issuable upon conversion of the outstanding
     shares of Sprint Seventh Series Preferred Stock into shares of Sprint
     Series 2 PCS Stock.

 (5) Based upon the outstanding number of shares of the corresponding class or
     series of Sprint capital stock.

 (6) Estimated solely for the purpose of calculating the registration fee. The
     registration fee was calculated pursuant to Rules 457(f)(1), 457(f)(2) and
     457(c) under the Securities Act of 1933, as amended (the "Securities
     Act"), by calculating, as of November 5, 1999, the sum of (i)
     $56,008,011,760, the product of (a) 773,858,539, the total fully diluted
     number of shares of Sprint Series 1 FON Stock to be exchanged in the
     Merger, and (b) $72.375, the average of the high and low sales prices of
     Sprint Series 1 FON Stock on November 3, 1999 as reported by the New York
     Stock Exchange, Inc. (the "NYSE") and (ii) $1,038,591,907, the product of
     (a) 89,611,036, the fully diluted number of shares of Sprint Series 3 FON
     Stock to be exchanged in the Merger and (b) $11.59, the book value per
     share of Sprint Series 3 FON Stock on September 30, 1999. The sum of
     $57,046,603,667 was then multiplied by 0.000278.

 (7) The proposed maximum aggregate offering price in respect of the WorldCom
     Series 2 Common Stock and a portion of the proposed maximum aggregate
     offering price in respect of the WorldCom Common Stock is included in the
     proposed maximum aggregate offering price in respect of the WorldCom
     Series 2 PCS Stock and the WorldCom Series 1 PCS Stock, respectively.

 (8) Estimated solely for the purpose of calculating the registration fee. The
     registration fee was calculated pursuant to Rules 457(f)(1), 457(f)(2) and
     457(c) under the Securities Act by calculating, as of November 5, 1999,
     the sum of (i) $18,944,913,838, the product of (a) 236,257,629, the total
     fully diluted number of shares of Sprint Series 1 PCS Stock to be
     exchanged in the Merger, and (b) $81.1875, the average of the high and low
     sales prices of Sprint Series 1 PCS Stock on November 2, 1999 as reported
     by the NYSE, (ii) $122,113,428, the product of (a) 14,589,418, the fully
     diluted number of shares of Sprint Series 3 PCS Stock to be exchanged in
     the Merger and (b) $8.37, the book value per share of Sprint

                                       2
<PAGE>

  Series 3 PCS Stock on September 30, 1999 and (iii) $1,360,804,648, the
  product of (a) 86,236,036, the outstanding number of shares of class A
  common stock of Sprint to be exchanged in the Merger and (b) $15.78, the
  book value per share of class A common stock of Sprint on September 30,
  1999. The sum of $20,427,831,914 was then multiplied by 0.000278.

 (9) Estimated solely for the purpose of calculating the registration fee. The
     registration fee was calculated pursuant to Rule 457(f)(2) under the
     Securities Act by calculating, as of November 5, 1999, the product of
     (i) 239,866,570, the total fully diluted number of shares of Sprint
     Series 2 PCS Stock to be exchanged in the Merger and (ii) $8.37, the book
     value per share of Sprint Series 2 PCS Stock on September 30, 1999. The
     product of $2,007,683,191 was then multiplied by 0.000278.

(10) Estimated solely for the purpose of calculating the registration fee. The
     registration fee was calculated pursuant to Rule 457(f)(2) under the
     Securities Act by calculating, as of November 5, 1999, the product of (i)
     95, the total fully diluted number of shares of Sprint Preferred Stock--
     Fifth Series to be exchanged in the Merger and (ii) $100,000, the book
     value per share of Sprint Preferred Stock--Fifth Series on September 30,
     1999. The product of $9,500,000 was then multiplied by 0.000278.

(11) Estimated solely for the purpose of calculating the registration fee. The
     registration fee was calculated pursuant to Rule 457(f)(2) under the
     Securities Act by calculating, as of November 5, 1999, the product of (i)
     246,766, the total fully diluted number of shares of Sprint Seventh
     Series Preferred Stock to be exchanged in the Merger and (ii) $1,000, the
     book value per share of Sprint Seventh Series Preferred Stock on
     September 30, 1999. The product of $246,766,000 was then multiplied by
     0.000278.

(12) Previously paid.

                                       3
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this proxy statement/prospectus is not complete and may be +
+changed. WorldCom may not sell these securities until the registration        +
+statement filed with the Securities and Exchange Commission is effective.     +
+This proxy statement/prospectus is not an offer to sell these securities and  +
+it is not soliciting an offer to buy these securities in any state where the  +
+offer or sale is not permitted.                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

               SUBJECT TO COMPLETION -- DATED MARCH 2, 2000

[LOGO OF SPRINT]

                               SPRINT CORPORATION
                          2330 SHAWNEE MISSION PARKWAY
                             WESTWOOD, KANSAS 66205

                                                                          [Date]

Dear Stockholder:

  You are cordially invited to attend a special meeting of the stockholders of
Sprint Corporation, which we will hold on Friday, April 28, 2000, at 10:00
a.m., local time, at Sprint World Headquarters, 2330 Shawnee Mission Parkway,
Westwood, Kansas. At the special meeting, we will ask you to vote on the merger
of Sprint into MCI WORLDCOM, Inc. The combined company will be called WorldCom.
All Sprint stockholders will receive WorldCom stock in the merger.

  For each share of Sprint FON common stock that you own, you will receive an
amount of WorldCom group common stock equal to the FON exchange ratio, which is
described in this proxy statement/prospectus. For each share of Sprint PCS
common stock that you own, you will receive one share of WorldCom PCS group
common stock and 0.116025 shares of WorldCom group common stock in the merger.
Holders of class A common stock of Sprint will receive shares of WorldCom group
common stock and WorldCom PCS group common stock as described in this proxy
statement/prospectus. Holders of a share of any other class or series of Sprint
capital stock will receive one share of a corresponding class or series of
WorldCom capital stock. Sprint will redeem the Sprint first and second series
preferred stock before the special meeting.

  MCI WorldCom common stock is quoted on The Nasdaq National Market under the
trading symbol "WCOM". On  . , MCI WorldCom common stock closed at $ .  per
share. WorldCom series 1 PCS common stock will be quoted on The Nasdaq National
Market under the trading symbol " . ". This proxy statement/prospectus is a
prospectus of MCI WorldCom.

  Holders of Sprint FON common stock and Sprint PCS common stock will not incur
federal income tax as a result of the merger, except on any cash received for
fractional shares.

  We cannot complete the merger unless holders of shares representing a
majority of the total voting power of Sprint capital stock entitled to vote at
the special meeting vote to adopt the merger agreement. Only stockholders who
hold shares of Sprint capital stock at the close of business on the record date
will be entitled to vote at the special meeting. The record date is March 6,
2000. MCI WorldCom shareholders must also vote to approve the merger agreement.

  You should consider the matters discussed under "Risk Factors Relating to the
Merger" beginning on page 26 of this proxy statement/prospectus before voting.
Please review this entire proxy statement/prospectus carefully.

  After careful consideration, the Sprint board of directors has approved the
merger agreement and has determined that the merger and the merger agreement
are advisable, fair to and in the best interests of Sprint and all of its
stockholders. The Sprint board of directors recommends that you vote FOR the
adoption of the merger agreement.

  In addition, you are being asked to approve a proposal to amend the Sprint
articles of incorporation and Sprint bylaws in connection with the changes to
the investment in Sprint by France Telecom and Deutsche Telekom. The Sprint
board of directors recommends that you vote FOR this proposal.

  You are also being asked to approve additional shares of Sprint PCS common
stock for the Sprint employees stock purchase plan. At the end of the 1999
offering under this plan, there will be insufficient shares available for
another offering, and we believe that another offering will help us retain our
employees pending the merger. The Sprint board of directors recommends that you
vote FOR this proposal.

                           William T. Esrey
                           Chairman and Chief Executive Officer

   Your vote is important. Please complete, sign, date and return your proxy.

 Neither the Securities and Exchange Commission nor
 any state securities regulator has approved or
 disapproved the merger described in this proxy
 statement/prospectus or the WorldCom capital stock
 to be issued in connection with the merger, or
 determined if this proxy statement/prospectus is
 accurate or adequate. Any representation to the
 contrary is a criminal offense.

   This proxy statement/prospectus is dated  . , and is first being mailed to
                         stockholders on or about  . .
<PAGE>

                      REFERENCES TO ADDITIONAL INFORMATION

   This proxy statement/prospectus incorporates important business and
financial information about MCI WorldCom and Sprint from other documents that
are not included in or delivered with this proxy statement/prospectus. This
information is available to you without charge upon your written or oral
request. You can obtain those documents incorporated by reference in this proxy
statement/prospectus by requesting them in writing or by telephone from the
appropriate company at the following addresses and telephone numbers:

         MCI WORLDCOM, Inc.                        Sprint Corporation
      500 Clinton Center Drive                2330 Shawnee Mission Parkway
     Clinton, Mississippi 39056                  Westwood, Kansas 66205
    Attention: Investor Relations             Attention: Investor Relations
             Department                                Department
 Telephone: (877) 624-9266 or (601)             Telephone: (800) 259-3755
              460-5600

   If you would like to request documents, please do so by April 14, 2000 in
order to receive them before your special meeting.

   See "Where You Can Find More Information" beginning on page 205.
<PAGE>


               SUBJECT TO COMPLETION -- DATED MARCH 2, 2000

                              SPRINT CORPORATION
                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                       TO BE HELD ON APRIL 28, 2000

To the Stockholders of Sprint Corporation:

   We will hold a special meeting of the stockholders of Sprint Corporation on
Friday, April 28, 2000, at 10:00 a.m., local time, at Sprint World
Headquarters, 2330 Shawnee Mission Parkway, Westwood, Kansas, for the
following purposes:

     To consider and vote upon a proposal to adopt the merger agreement
  between MCI WORLDCOM, Inc. and Sprint.

     To consider and vote upon a proposal to amend the Sprint articles of
  incorporation and Sprint bylaws.

     To consider and vote upon the amendments to the Sprint employees stock
  purchase plan.

   We will transact no other business at the special meeting, except for
business properly brought before the special meeting or any adjournment or
postponement of the special meeting by the Sprint board of directors.

   Only holders of record of shares of Sprint capital stock at the close of
business on March 6, 2000, the record date for the special meeting, are
entitled to notice of, and to vote at, the special meeting and any
adjournments or postponements of the special meeting.

   We cannot complete the merger unless holders of shares of Sprint capital
stock representing a majority of the total voting power entitled to vote at
the special meeting vote to adopt the merger agreement. Approval of (1)
holders of shares of Sprint capital stock representing a majority of the total
voting power entitled to vote at the special meeting and (2) holders of shares
of Sprint class A common stock, Sprint class A common stock--series DT, Sprint
series 3 FON common stock and Sprint series 3 PCS common stock representing
two-thirds of the total voting power of such stock entitled to vote at the
special meeting, voting as a single class, is required for approval of the
proposed amendments to the Sprint articles of incorporation and Sprint bylaws.
Approval of holders of shares of Sprint capital stock representing a majority
of the voting power present and entitled to vote at the special meeting is
required for approval of the amendments to the Sprint employees stock purchase
plan.

   The approval of any one of the above proposals is not a condition to the
approval of any other proposal.

   Under Kansas law, holders of Sprint series 2 PCS common stock, Sprint fifth
series preferred stock and Sprint seventh series preferred stock are entitled
to appraisal rights in connection with the merger.

   For more information about the merger, please review the accompanying proxy
statement/prospectus and the merger agreement attached as Annex 1.

   Whether or not you plan to attend the special meeting, please complete,
sign and date the enclosed proxy and return it promptly in the enclosed
postage-paid envelope. If you do not vote by proxy or in person at the special
meeting, it will count as a vote against the adoption of the merger agreement.


   Please do not send any stock certificates at this time.

                                        By Order of the Board of Directors,

                                        Don A. Jensen
                                        Vice President and Secretary

Westwood, Kansas
[Date]
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this proxy statement/prospectus is not complete and may be +
+changed. WorldCom may not sell these securities until the registration        +
+statement filed with the Securities and Exchange Commission is effective.     +
+This proxy statement/prospectus is not an offer to sell these securities and  +
+it is not soliciting an offer to buy these securities in any state where the  +
+offer or sale is not permitted.                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

               SUBJECT TO COMPLETION -- DATED MARCH 2, 2000

[LOGO OF MCI WORLDCOM]

                               MCI WORLDCOM, INC.
                            500 CLINTON CENTER DRIVE
                           CLINTON, MISSISSIPPI 39056

                                                                          [Date]

Dear Shareholder:

  You are cordially invited to attend a special meeting of the shareholders of
MCI WORLDCOM, Inc., which we will hold on Friday, April 28, 2000, at 10:00
a.m., local time, at 500 Clinton Center Drive, Clinton, Mississippi. At the
special meeting, we will ask you to vote on the merger of Sprint Corporation
into MCI WorldCom. The combined company will be called WorldCom. All Sprint
stockholders will receive WorldCom stock in the merger.

  Holders of Sprint FON common stock will receive, for each share that they
own, an amount of WorldCom group common stock equal to the FON exchange ratio,
which is described in this proxy statement/prospectus. Holders of Sprint PCS
common stock will receive, for each share that they own, one share of WorldCom
PCS group common stock and 0.116025 shares of WorldCom group common stock in
the merger. Holders of class A common stock of Sprint will receive shares of
WorldCom group common stock and WorldCom PCS group common stock as described in
this proxy statement/prospectus. Holders of a share of any other class or
series of Sprint capital stock will receive one share of a corresponding class
or series of WorldCom capital stock.

  Sprint will redeem the Sprint first and second series preferred stock before
the Sprint special meeting.

  We cannot complete the merger unless holders of shares of MCI WorldCom common
stock and MCI WorldCom series B preferred stock representing a majority of all
the votes entitled to be cast at the special meeting, voting together as a
single group, vote to approve the merger agreement. Only shareholders who hold
shares of MCI WorldCom common stock and MCI WorldCom series B preferred stock
at the close of business on the record date will be entitled to vote at the
special meeting. The record date is March 6, 2000. Sprint stockholders must
also vote to adopt the merger agreement.

  You should consider the matters discussed under "Risk Factors Relating to the
Merger" beginning on page 26 of this proxy statement/prospectus before voting.
Please review this entire proxy statement/prospectus carefully.

  After careful consideration, the MCI WorldCom board of directors has adopted
the merger agreement and determined that the merger and the merger agreement
are advisable, fair to and in the best interests of MCI WorldCom and its
shareholders. The MCI WorldCom board of directors recommends that you vote FOR
the approval of the merger agreement.

                            Bernard J. Ebbers
                            President and Chief Executive Officer

   Your vote is important. Please complete, sign, date and return your proxy.

 Neither the Securities and Exchange Commission nor any
 state securities regulator has approved or disapproved
 the merger described in this proxy statement/prospectus
 or the WorldCom capital stock to be issued in connection
 with the merger, or determined if this proxy
 statement/prospectus is accurate or adequate. Any
 representation to the contrary is a criminal offense.


   This proxy statement/prospectus is dated  . , and is first being mailed to
                         shareholders on or about  . .
<PAGE>


                SUBJECT TO COMPLETION--DATED MARCH 2, 2000

                               MCI WORLDCOM, INC.
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                       TO BE HELD ON APRIL 28, 2000

To the Shareholders of MCI WORLDCOM, Inc.:

   We will hold a special meeting of the shareholders of MCI WorldCom on
Friday, April 28, 2000, at 10:00 a.m., local time, at 500 Clinton Center Drive,
Clinton, Mississippi, for the following purpose:

     To consider and vote upon a proposal to approve the merger agreement
  between MCI WorldCom and Sprint Corporation.

   We will transact no other business at the special meeting, except for
business properly brought before the special meeting or any adjournment or
postponement of the special meeting by the MCI WorldCom board of directors.

   Only holders of record of shares of MCI WorldCom common stock and MCI
WorldCom series B preferred stock at the close of business on March 6, 2000,
the record date for the special meeting, are entitled to notice of, and to vote
at, the special meeting and any adjournments or postponements of the special
meeting.

   We cannot complete the merger unless holders of shares of MCI WorldCom
common stock and MCI WorldCom series B preferred stock representing a majority
of all the votes entitled to be cast at the special meeting, voting together as
a single group, vote to approve the merger agreement.

   The vote to approve the merger agreement will also constitute approval of
the issuance of shares of WorldCom capital stock in the merger and amendment of
the MCI WorldCom articles of incorporation. The amended WorldCom articles of
incorporation which reflect that amendment are attached as Annex 2 to this
proxy statement/prospectus.

   Under Georgia law, holders of MCI WorldCom series B preferred stock are
entitled to assert dissenters' rights in connection with the merger.

   For more information about the merger, please review the accompanying proxy
statement/prospectus and the merger agreement attached as Annex 1.

   Whether or not you plan to attend the special meeting, please complete, sign
and date the enclosed proxy and return it promptly in the enclosed postage-paid
envelope. If you do not vote by proxy or in person at the special meeting, it
will count as a vote against the approval of the merger agreement.

                                          By Order of the Board of Directors,

                                          Scott D. Sullivan
                                          Secretary

Clinton, Mississippi
[Date]
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
What Sprint Stockholders Will Receive in the Merger......................    1
Questions and Answers About the Merger...................................    4
Summary..................................................................    6
General..................................................................    6
The Special Meetings.....................................................   10
The Merger...............................................................   12
The Companies............................................................   14
Comparative Per Share Data...............................................   15
Selected Historical and Unaudited Pro Forma Condensed Combined Financial
 Data....................................................................   17
  MCI WorldCom...........................................................   17
  Sprint.................................................................   19
  Sprint FON Group.......................................................   21
  Sprint PCS Group.......................................................   23
  MCI WorldCom and Sprint Pro Forma Condensed Combined...................   25
Risk Factors Relating to the Merger......................................   26
Sprint FON common stockholders may receive WorldCom group common stock in
 the merger with an initial value less than $76..........................   26
The FON exchange ratio could be significantly different from what it
 would be if determined before the special meetings......................   26
The fixed PCS exchange ratio may result in Sprint PCS common stockholders
 receiving WorldCom group common stock in the merger that is worth less
 at the completion of the merger than on the date of this proxy
 statement/prospectus....................................................   26
The failure to successfully integrate MCI WorldCom and Sprint by managing
 the significant challenges of that integration may result in WorldCom
 not achieving the anticipated potential benefits of the merger..........   27
The merger is subject to the receipt of consents and approvals from
 various government entities, which may jeopardize or delay completion of
 the merger or reduce the anticipated benefits of the merger.............   27
Holders of different classes of WorldCom capital stock may have competing
 interests resulting in one class benefiting over the other..............   27
Events at one business group could adversely affect the other group and
 the market price of its securities, because both WorldCom group common
 stock and WorldCom PCS group common stock will be stock of a single
 corporation.............................................................   27
The market price of WorldCom group common stock and WorldCom PCS group
 common stock may not accurately reflect the performance of these
 groups..................................................................   27
The WorldCom PCS group will likely continue to experience operating
 losses and negative cash flow from operations...........................   28
The WorldCom PCS group's continuing need for significant capital could
 adversely affect the earnings and cash flow for the WorldCom PCS group..   28
Future sales of substantial amounts of WorldCom capital stock could
 adversely affect the market prices of WorldCom capital stock............   28
Tracking stock policies generally may be changed by WorldCom without
 shareholder approval and any such changes may affect adversely the
 rights of holders of one or more classes of WorldCom capital stock......   29
It is possible that the merger will be taxable to holders of Sprint fifth
 series preferred stock..................................................   29
This proxy statement/prospectus contains forward-looking statements which
 may differ materially from future results of MCI WorldCom and/or
 Sprint..................................................................   29
The MCI WorldCom Special Meeting.........................................   31
Date, Time and Place.....................................................   31
Purpose of MCI WorldCom Special Meeting..................................   31
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
MCI WorldCom Record Date; Stock Entitled to Vote; Quorum.................   31
Votes Required...........................................................   31
Voting by MCI WorldCom Directors and Executive Officers..................   31
Voting of Proxies........................................................   32
Revocability of Proxies..................................................   32
Solicitation of Proxies..................................................   33
The Sprint Special Meeting...............................................   34
Date, Time and Place.....................................................   34
Purpose of Sprint Special Meeting........................................   34
Sprint Record Date; Stock Entitled to Vote; Quorum.......................   34
Votes Required...........................................................   35
Agreement to Vote Shares Held By France Telecom and Deutsche Telekom and
 Proxy...................................................................   35
Voting by Sprint Directors and Executive Officers........................   36
Voting of Proxies........................................................   36
Revocability of Proxies..................................................   37
Solicitation of Proxies..................................................   38
The Companies............................................................   39
MCI WorldCom.............................................................   39
Sprint...................................................................   39
Recent Results...........................................................   40
Material Contracts Between MCI WorldCom and Sprint.......................   42
The Merger...............................................................   45
Background to the Merger.................................................   45
Sprint's Reasons for the Merger and the Sprint Board of Directors'
 Recommendation..........................................................   50
Opinion of Sprint's Financial Advisor....................................   55
MCI WorldCom's Reasons for the Merger and the MCI WorldCom Board of
 Directors' Recommendation...............................................   66
Opinion of MCI WorldCom's Financial Advisor..............................   69
Interests of Sprint Directors and Executive Officers in the Merger.......   77
Form of the Merger.......................................................   80
Merger Consideration.....................................................   81
Conversion of Shares; Procedures for Exchange of Certificates; Fractional
 Shares..................................................................   83
Effective Time of the Merger.............................................   84
Listing of WorldCom Capital Stock........................................   84
Delisting and Deregistration of Sprint Capital Stock.....................   84
Material U.S. Federal Income Tax Consequences............................   84
Regulatory Matters.......................................................   88
Litigation...............................................................   89
Accounting Treatment.....................................................   89
Appraisal Rights.........................................................   90
Sprint Employee Benefits Matters.........................................   94
Effect on Awards Outstanding Under Sprint Stock Plans....................   96
Resale of WorldCom Capital Stock.........................................   96
The Merger Agreement.....................................................   97
Conditions to the Completion of the Merger...............................   97
No Solicitation..........................................................   99
Termination..............................................................  101
Termination Fees.........................................................  102
Conduct of Business Pending the Merger...................................  103
Amendment; Extension and Waiver..........................................  105
Expenses.................................................................  106
Representations and Warranties...........................................  106
Other Agreements.........................................................  107
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Amendments to the MCI WorldCom Articles of Incorporation................. 107
Amendments to the MCI WorldCom Bylaws.................................... 107
Corporate Governance and Capital Structure Matters....................... 108
Comparative Stock Prices and Dividends................................... 109
Unaudited Pro Forma Condensed Combined Financial Statements.............. 110
Additional Unaudited Pro Forma Presentation.............................. 119
Tracking Stock Matters................................................... 124
Inter-Group Interest..................................................... 124
The Tracking Stock Policies and the Capital Stock Committee.............. 125
Future Inter-Group Interest.............................................. 130
Arrangements with Sprint Stockholders.................................... 132
France Telecom and Deutsche Telekom...................................... 132
The Cable Holders........................................................ 144
Description of MCI WorldCom Capital Stock................................ 151
General.................................................................. 151
Common Stock............................................................. 151
Preferred Stock.......................................................... 157
Warrants................................................................. 162
Transfer Agent........................................................... 163
Anti-Takeover Considerations............................................. 163
Comparison of Rights of MCI WorldCom Shareholders and Sprint
 Stockholders............................................................ 164
Capitalization........................................................... 164
Voting Rights............................................................ 165
Number and Election of Directors......................................... 168
Vacancies on the Board of Directors...................................... 169
Removal of Directors..................................................... 171
Amendments to Articles of Incorporation.................................. 172
Amendments to Bylaws..................................................... 173
Action by Written Consent................................................ 174
Notice of Shareholder Action............................................. 174
Special Meetings of Shareholders......................................... 175
Limitation of Personal Liability of Directors............................ 176
Indemnification of Directors and Officers................................ 177
Dividends................................................................ 179
Appraisal Rights......................................................... 179
Preemptive Rights........................................................ 180
Special Redemption Provisions............................................ 181
Rights Plans............................................................. 182
Extraordinary Corporate Transactions..................................... 186
State Anti-Takeover Statutes............................................. 187
Business Combination Restrictions........................................ 189
Proposal to Adopt Amendments to the Sprint Articles of Incorporation and
 Sprint Bylaws........................................................... 192
Summary of Amendments to the Sprint Articles of Incorporation............ 192
Summary of Amendments to the Sprint Bylaws............................... 193
Proposal to Adopt Amendments to the Sprint Employees Stock Purchase
 Plan.................................................................... 195
Summary of Amendments.................................................... 195
Summary of Plan Provisions............................................... 195
Awards Under the Sprint ESPP............................................. 196
Tax Aspects of the Plan.................................................. 197
Summary Compensation Table............................................... 198
Option Grants............................................................ 200
Option Exercises and Fiscal Year-End Values.............................. 202
</TABLE>

                                      iii
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Pension Plans.............................................................. 202
Employment Contracts....................................................... 203
Compensation Committee Interlocks and Insider Participation................ 203
Legal Matters.............................................................. 204
Experts.................................................................... 204
Stockholder Proposals...................................................... 205
Where You Can Find More Information........................................ 205
</TABLE>

Annexes

<TABLE>
 <C>      <S>
 Annex 1  Form of Amended and Restated Agreement and Plan of Merger
 Annex 2  Form of Third Amended and Restated Articles of Incorporation of
          WorldCom
 Annex 3  Form of Restated Bylaws of WorldCom
 Annex 4  Opinion of Salomon Smith Barney Inc.
 Annex 5  Opinion of Warburg Dillon Read LLC
 Annex 6  Section 17-6712 of the Kansas General Corporation Code--Appraisal
           Rights
 Annex 7  Section 14-2-1301 et seq. of the Georgia Business Corporation Code--
          Dissenters' Rights
 Annex 8  Form of Amended and Restated Articles of Incorporation of Sprint
 Annex 9  Form of Amended and Restated Bylaws of Sprint
 Annex 10 Form of Sprint Employees Stock Purchase Plan Amended and Restated for
          2000 and Subsequent Offerings
</TABLE>

                                       iv
<PAGE>

              WHAT SPRINT STOCKHOLDERS WILL RECEIVE IN THE MERGER

   The following chart describes the shares of WorldCom capital stock that
Sprint stockholders will receive in the merger in exchange for their shares of
Sprint capital stock. Sprint stockholders will receive cash for any fractional
shares which they would otherwise receive in the merger. The FON exchange ratio
will be calculated shortly before the merger, but will not be less than 1.4100
or more than 1.8342. For a complete description of the capital structure of
WorldCom after the merger, see "Description of MCI WorldCom Capital Stock--
Common Stock--Amended WorldCom Articles of Incorporation" and "--Preferred
Stock--Amended WorldCom Articles of Incorporation".

<TABLE>
<CAPTION>
                                                            WorldCom Capital Stock to be
                                                       Received in the Merger for Each Share
                      Sprint Capital Stock                  of Sprint Capital Stock Held
               ----------------------------------  ---------------------------------------------
<S>            <C>                                 <C>
Sprint FON     Sprint series 1 FON common stock    .   a number of shares of common stock of
common stock                                           WorldCom, which we refer to as WorldCom
                                                       common stock, equal to the FON exchange
                                                       ratio
               Sprint series 3 FON common stock    .   a number of shares of WorldCom common
                                                       stock equal to the FON exchange ratio

               Sprint series 1 PCS common stock    .   one share of PCS common stock, series 1,
                                                       of WorldCom, which we refer to as
                                                       WorldCom series 1 PCS common stock and
                                                   .   0.116025 shares of WorldCom common stock
Sprint PCS     Sprint series 2 PCS common stock    .   one share of PCS common stock, series 2,
common stock                                           of WorldCom, which we refer to as
                                                       WorldCom series 2 PCS common stock and
                                                   .   0.116025 shares of common stock, series
                                                       2, of WorldCom, which we refer to as
                                                       WorldCom series 2 common stock
               Sprint series 3 PCS common stock    .   one share of WorldCom series 1 PCS common
                                                       stock and
                                                   .   0.116025 shares of WorldCom common stock

Sprint FT/DT   Sprint class A common stock         .   a number of shares of WorldCom common
class A stock                                          stock equal to (1) the FON exchange ratio
                                                       multiplied by the number of shares of
                                                       Sprint FON common stock represented by
                                                       each share of Sprint class A common stock
                                                       at the completion of the merger, plus (2)
                                                       0.116025 multiplied by the number of
                                                       shares of Sprint PCS common stock
                                                       represented by each share of Sprint class
                                                       A common stock at the completion of the
                                                       merger and
                                                   .   a number of shares of WorldCom series 1
                                                       PCS common stock equal to the number of
                                                       shares of Sprint PCS common stock
                                                       represented by each share of Sprint class
                                                       A common stock at the completion of the
                                                       merger
               Sprint class A common stock--       .   a number of shares of WorldCom common
                series DT                              stock equal to (1) the FON exchange ratio
                                                       multiplied by the number of shares of
                                                       Sprint FON common stock represented by
                                                       each share of Sprint class A common
                                                       stock--series DT at the completion of the
                                                       merger, plus (2) 0.116025 multiplied by
                                                       the number of shares of Sprint PCS common
                                                       stock represented by each share of Sprint
                                                       class A common stock--series DT at the
                                                       completion of the merger and
                                                   .   a number of shares of WorldCom series 1
                                                       PCS common stock equal to the number of
                                                       shares of Sprint PCS common stock
                                                       represented by each share of Sprint class
                                                       A common stock--series DT at the
                                                       completion of the merger
</TABLE>

                                       1
<PAGE>

<TABLE>
<CAPTION>
                                                        WorldCom Capital Stock to be
                                                   Received in the Merger for Each Share
                  Sprint Capital Stock                  of Sprint Capital Stock Held
           ----------------------------------  ---------------------------------------------
<S>        <C>                                 <C>
Sprint     Sprint first series preferred       .   to be redeemed by Sprint before the
preferred   stock                                  Sprint special meeting for $42.50 per
stock                                              share in cash
           Sprint second series preferred      .   to be redeemed by Sprint before the
            stock                                  Sprint special meeting for $50.00 per
                                                   share in cash
           Sprint fifth series preferred       .   one share of series 5 preferred stock of
            stock                                  WorldCom, which we refer to as WorldCom
                                                   series 5 preferred stock
           Sprint seventh series preferred     .   one share of series 7 preferred stock of
            stock                                  WorldCom, which we refer to as WorldCom
                                                   series 7 preferred stock
</TABLE>

                                       2
<PAGE>


   The following diagrams illustrate the proposed merger in general terms. Only
the publicly traded classes of common stock of Sprint, MCI WorldCom and
WorldCom are illustrated. For a more complete description of the merger, see
"The Merger" beginning on page 45.


                               Before the Merger


                                    [CHART]


      MCI                Sprint                  Sprint
    WorldCom          _ FON group               PCS group  __
     common           |common stock            common stock |
     stock                  |                        |
       |              |     |                        |      |
       |                    |________________________|
       |              |                 |                   |
       |                                |
  MCI WorldCom        |               Sprint                |
       |                                |
       |              |                 |                   |
       |                                |
       |              |                 |                   |
       |                    ____________|______________
    Existing          |     |                         |     |
  MCI WorldCom           Sprint                    Sprint
   businesses         |_FON group                PCS group _|




                               After the Merger


            WorldCom                                       WorldCom
_________ group common                                 PCS group common ______
|            stock                                          stock            |
               |______________________________________________|
|                                     |                                      |
                                   WorldCom
|                                     |                                      |
                     _________________|_____________________________
|                    |                                             |         |
              WorldCom group                                 WorldCom
| (initially consists of the businesses conducted           PCS group        |
        by MCI WorldCom and the Sprint FON         (initially consists of the
|__  __  __ group before the merger)                  businesses conducted __|
                                                       by the Sprint PCS
                                                    group before the merger)


"__" indicates direct ownership of a business.

"--" indicates tracking of economic performance, but not direct ownership.


                                       3
<PAGE>

                    QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this
   proxy statement/ prospectus, please complete and sign your proxy and return
   it in the enclosed return envelope as soon as possible, so that your shares
   may be represented at your special meeting.

   If you sign and send in your proxy and do not indicate how you want to
   vote, we will count your proxy as a vote in favor of adoption or approval
   of the merger agreement.

   If you abstain from voting or do not vote, it will count as a vote against
   the adoption or approval of the merger agreement.

   The Sprint special meeting and the MCI WorldCom special meeting will take
   place on Friday, April 28, 2000. You may attend your special meeting and
   vote your shares in person rather than voting by proxy.

Q: Is WorldCom acquiring the Sprint FON group and the Sprint PCS group in the
   merger?

A: Yes. After the merger, WorldCom will combine the existing businesses of MCI
   WorldCom and the Sprint FON group to form the new WorldCom group. The
   WorldCom group common stock will be designed to reflect the performance of
   the WorldCom group.

   In addition, what is now the Sprint PCS group will be called the WorldCom
   PCS group. The newly created WorldCom PCS group common stock will be
   designed to reflect the performance of the WorldCom PCS group.

Q: Can I change my vote after I have mailed my signed proxy?

A: Yes. You can change your vote at any time before your proxy is voted at
   your special meeting. You can do this in one of several ways. First, you
   can send a written notice stating that you would like to revoke your proxy.
   Second, you can complete and submit a new proxy. If you choose either of
   these two methods, you must submit your notice of revocation or your new
   proxy to MCI WorldCom or Sprint at the address on the inside front cover of
   this proxy statement/prospectus. Third, you can attend your special meeting
   and vote in person. You may also revoke your proxy by calling the toll-free
   number on your proxy or by voting through the Internet by following the
   instructions on your proxy, even if you did not previously vote by either
   of these methods.

Q: If my broker holds my shares in "street name", will my broker vote my
   shares?

A: Your broker will vote your shares only if you provide instructions on how
   to vote. You should follow the directions provided by your broker regarding
   how to instruct your broker to vote your shares. If you do not provide your
   broker with instructions on how to vote your shares, it will count as a
   vote against the adoption or approval of the merger agreement.

Q: Am I entitled to appraisal rights?

A: It depends. Only holders of Sprint series 2 PCS common stock, Sprint fifth
   series preferred stock, Sprint seventh series preferred stock and MCI
   WorldCom series B preferred stock will have appraisal rights in connection
   with the merger. All other holders of any other class or series of common
   stock or preferred stock of Sprint or MCI WorldCom are not entitled to
   appraisal rights. We describe the procedures for exercising appraisal
   rights in this proxy statement/prospectus and we have attached the
   provisions of Kansas and Georgia law that govern appraisal rights as
   Annexes 6 and 7.

Q: Should I send in my stock certificates now?

A: No. After the merger is completed, we will send Sprint stockholders written
   instructions for exchanging their Sprint stock certificates. Sprint
   stockholders should not send in their stock certificates now. MCI WorldCom
   shareholders will keep their existing share certificates.

                                       4
<PAGE>

Q: When do you anticipate that the merger will be completed?

A: We anticipate that the merger will be completed in the second half of 2000.
   We are working to complete the merger as quickly as possible and intend to
   do so as soon as possible after the special meetings and after we have
   obtained the regulatory approvals necessary for the merger.

Q: Who can help answer my questions?

A: If you have any questions about the merger or if you need additional copies
   of this proxy statement/prospectus or the enclosed proxy, you should
   contact:

   Sprint stockholders:
   D.F. King & Co., Inc.
   77 Water Street
   New York, New York 10005
   Telephone: (888) 414-5566

   Sprint Corporation
   2330 Shawnee Mission Parkway
   Westwood, Kansas 66205
   Attention: Investor Relations Department
   Telephone: (800) 259-3755

   MCI WorldCom shareholders:
   MacKenzie Partners, Inc.
   156 Fifth Avenue
   New York, New York 10010
   Telephone: call collect (212) 929-5500 or
            call toll free (800) 322-2885

   MCI WORLDCOM, Inc.
   500 Clinton Center Drive
   Clinton, Mississippi 39056
   Attention: Investor Relations Department
   Telephone: (877) 624-9266 or
              (601) 460-5600

                                       5
<PAGE>

                                    SUMMARY

   This summary highlights selected information from this proxy
statement/prospectus and may not contain all of the information that is
important to you. To understand the merger fully and for a more complete
description of the legal terms of the merger, you should read carefully this
entire proxy statement/prospectus and the other documents to which we have
referred you. See "Where You Can Find More Information" beginning on page 205.
For a description of any material differences between the rights of MCI
WorldCom shareholders and Sprint stockholders, see "Comparison of Rights of MCI
WorldCom Shareholders and Sprint Stockholders" beginning on page 164. We have
included page references parenthetically to direct you to a more complete
description of the topics presented in this summary.

                                    General

What You Will Receive in the Merger (page 81)

MCI WorldCom Shareholders

   After the merger, each share of MCI WorldCom capital stock will remain
outstanding and will be designed to reflect the performance of the WorldCom
group. The WorldCom group will initially consist of the businesses of the
combined company other than the Sprint PCS wireless business.

   MCI WorldCom shareholders should not send in their stock certificates.

Sprint Stockholders

   Sprint FON Common Stock. The number of shares of WorldCom group common stock
that will be received in the merger for each share of Sprint FON common stock
will be equal to the FON exchange ratio. Each share of Sprint FON common stock
will be exchanged for WorldCom group common stock valued at $76 in the merger
if the average closing price of MCI WorldCom common stock is between $41.4350
and $53.9007, calculated as described below.


   The FON exchange ratio will be determined shortly before we complete the
merger. It will equal $76 divided by the average closing price of MCI WorldCom
common stock on The Nasdaq National Market for the 15 trading days randomly
selected by MCI WorldCom and Sprint from the 30 trading days ending shortly
before we complete the merger, subject to the following two adjustments:

 . if the average closing price of MCI WorldCom common stock, as calculated
  above, equals or exceeds $53.9007, the FON exchange ratio will be fixed at
  1.4100 and

 . if the average closing price of MCI WorldCom common stock, as calculated
  above, equals or falls below $41.4350, the FON exchange ratio will be fixed
  at 1.8342.

This means that the number of shares of WorldCom group common stock received
for each share of Sprint FON common stock will never be less than 1.4100 or
more than 1.8342 regardless of what happens to MCI WorldCom's stock price
shortly before the merger. Therefore, it is possible that each share of Sprint
FON common stock will be valued in the merger at more or less than $76.

   The FON exchange ratio has been adjusted to reflect MCI WorldCom's three-
for-two stock split in the form of a 50% stock dividend which was distributed
on December 30, 1999.

   The terms of the WorldCom group common stock will be virtually identical to
the terms of the Sprint FON common stock and will be designed to reflect the
performance of the WorldCom group.

   On  . , the latest practicable date before the date of this proxy
statement/prospectus, MCI WorldCom common stock closed at $ .  per share on The
Nasdaq National Market. If this were the average closing price of MCI WorldCom
common stock shortly before the merger, then, because the price is greater than
$41.4350, Sprint FON stockholders would receive shares of WorldCom group common
stock initially valued at $76 for each share of Sprint FON common stock that
they own. The actual number of shares issued by WorldCom may differ from this
example and will not be known at the special meetings because the merger will
not be completed until after the special meetings.

                                       6
<PAGE>


   Set forth below is a table showing the range of prices of MCI WorldCom
common stock, along with entries showing the corresponding FON exchange ratios
and corresponding valuations in the merger of a share of Sprint series 1 FON
common stock. The table also highlights the minimum and maximum exchange
ratios.

<TABLE>
<CAPTION>
                     Average                 Value of a
                 Closing Price of   FON    Share of Sprint
                   MCI WorldCom   Exchange  Series 1 FON
                   Common Stock    Ratio    Common Stock
                 ---------------- -------- ---------------
<S>              <C>              <C>      <C>
                      $62.00       1.4100      $87.42
                       60.00       1.4100       84.60
                       58.00       1.4100       81.78
                       56.00       1.4100       78.96
                       54.00       1.4100       76.14
Exchange Ratio--       53.9007     1.4100       76.00
Limitation             52.00       1.4615       76.00
                       50.00       1.5200       76.00
                       48.00       1.5833       76.00
                       46.00       1.6522       76.00
                       44.00       1.7273       76.00
                       42.00       1.8095       76.00
Exchange Ratio--       41.4350     1.8342       76.00
Limitation             40.00       1.8342       73.37
                       38.00       1.8342       69.70
                       36.00       1.8342       66.03
                       34.00       1.8342       62.36
                       32.00       1.8342       58.69
</TABLE>

   For a Sprint stockholder who owns 100 shares of Sprint series 1 FON common
stock, if the exchange ratio was 1.5833, for example, this would translate into
158.33 shares of WorldCom common stock. Since cash will be paid instead of
fractional shares, that Sprint stockholder would receive 158 shares of WorldCom
common stock and a check in an amount equal to the fractional share multiplied
by the closing market price of MCI WorldCom common stock on the date of
completion of the merger.

   We refer to the series of WorldCom group common stock to be received by
holders of the publicly traded Sprint series 1 FON common stock as "WorldCom
common stock".

   Sprint PCS Common Stock. Holders of each series of Sprint PCS common stock
will receive one share of a series of WorldCom PCS group common stock to be
created in connection with the merger and 0.116025 shares, the PCS exchange
ratio, of WorldCom group common stock for each share of Sprint PCS common stock
that they own. The PCS exchange ratio has been adjusted to reflect MCI
WorldCom's three-for-two stock split in the form of a 50% stock dividend which
was distributed on December 30, 1999. The PCS exchange ratio has been further
adjusted to reflect Sprint's two-for-one stock split of its Sprint PCS common
stock in the form of a stock dividend which was distributed on February 4,
2000.

   The terms of the WorldCom PCS group common stock will be virtually identical
to the terms of the Sprint PCS common stock and will be designed to reflect the
performance of the WorldCom PCS group, which will initially consist only of the
Sprint PCS wireless business.

   Sprint FT/DT Class A Stock. France Telecom S.A. and Deutsche Telekom AG, the
holders of Sprint FT/DT class A stock, will receive shares of WorldCom common
stock and WorldCom series 1 PCS common stock in the merger, as described under
"The Merger--Merger Consideration--Sprint FT/DT Class A Stock".

   France Telecom and Deutsche Telekom are European telephone companies holding
a combined approximate 20% voting interest in Sprint, which they have agreed to
vote in favor of the adoption of the merger agreement.

   Fractional Shares. Sprint common stockholders will receive cash for any
fractional shares which they would otherwise receive in the merger. This amount
will be calculated by multiplying the fractional share interest of the
applicable series of WorldCom group common stock to which each Sprint common
stockholder would be entitled by the closing price of MCI WorldCom common stock
on the date of completion of the merger.

   Sprint Preferred Stock. Sprint will redeem the shares of its first and
second series preferred stock that are outstanding before the Sprint special
meeting. Accordingly, those holders will receive cash in exchange for the
shares of Sprint first and second series preferred stock that they own at that
time.

   Holders of Sprint fifth series preferred stock will receive one share of
WorldCom series 5 preferred stock, with virtually identical terms, to be
created in connection with the merger, for each share of Sprint fifth series
preferred stock that they own.

                                       7
<PAGE>

Holders of Sprint seventh series preferred stock will receive one share of
WorldCom series 7 preferred stock, with virtually identical terms, to be
created in connection with the merger, for each share of Sprint seventh series
preferred stock that they own.

How Tracking Stocks Work (page 124)

   A tracking stock is a separate class of a company's common stock that is
designed to reflect the economic performance of a specific business group of
the company. The terms of a tracking stock, such as the dividend provisions,
are designed so that the market will tie the value of the tracking stock to the
performance of the tracked business group, rather than to the performance of
the entire company.

   Holders of WorldCom PCS group common stock will be shareholders of WorldCom
as a whole and not of the WorldCom PCS group. Holders of WorldCom group common
stock will also be shareholders of WorldCom as a whole, and not of the WorldCom
group.

   Current MCI WorldCom shareholders will have economic participation in the
new WorldCom PCS group by owning WorldCom group common stock to the extent
there is an inter-group interest in the WorldCom PCS group. After the merger
the WorldCom group will have only a small inter-group interest, amounting to
less than 0.1% of the outstanding shares of WorldCom PCS group common stock.
The WorldCom group will also hold a warrant inter-group interest and a
preferred inter-group interest that will entitle the WorldCom group to acquire,
together with the existing inter-group interest, a total inter-group interest
representing approximately 4.5% of the total shares of WorldCom PCS group
common stock. We use the term "inter-group interest" to mean the WorldCom
group's economic interest in the WorldCom PCS group. It is similar to the
WorldCom group holding shares of WorldCom PCS group common stock, except that
the inter-group interest does not vote. See "Tracking Stock Matters--Inter-
Group Interest".

Ownership of WorldCom After the Merger

   Based on the number of outstanding shares of Sprint capital stock, the MCI
WorldCom common stock closing price and an assumed FON exchange ratio of  . ,
in each case on the Sprint record date, Sprint stockholders will receive a
total of approximately  .  shares of WorldCom group common stock and
approximately  .  shares of WorldCom PCS group common stock in the merger.

   Based on those numbers and on the number of outstanding shares of MCI
WorldCom capital stock on the Sprint record date and assuming that the shares
of WorldCom series 1 PCS common stock have  .  votes per share (the average
market price of a share of Sprint series 1 PCS common stock divided by the
average market price of a share of MCI WorldCom common stock on the Sprint
record date), after the merger former Sprint stockholders will own shares
representing approximately  . %, and existing MCI WorldCom shareholders will
own shares representing approximately  . %, of the total voting power of
WorldCom capital stock.

WorldCom Board of Directors and Management after the Merger

   After the merger, the WorldCom board of directors will have 16 members, with
10 initially designated by MCI WorldCom and 6 initially designated by Sprint.

   Bernard J. Ebbers, the current President and Chief Executive Officer of MCI
WorldCom, will serve as President and Chief Executive Officer of WorldCom after
the merger.

   William T. Esrey, the current Chairman and Chief Executive Officer of
Sprint, will serve as Chairman of WorldCom after the merger.

Material U.S. Federal Income Tax Consequences of the Merger (page 84)

   The merger will generally be tax-free to holders of each series of Sprint
FON common stock, Sprint PCS common stock and Sprint FT/DT class A stock for
United States federal income tax purposes, except in the case of U.S. holders
with respect to cash received for fractional shares of WorldCom group common
stock or because of the exercise of appraisal rights.

   Tax matters are very complicated and the tax consequences of the merger to
you will depend on the facts of your own situation. You should consult your own
tax advisor for a full understanding of the tax consequences of the merger to
you.


                                       8
<PAGE>


Boards of Directors' Recommendations (pages 50 and 66)

   The MCI WorldCom board of directors has determined that the merger and the
merger agreement are advisable, fair to and in the best interests of MCI
WorldCom and its shareholders and recommends that MCI WorldCom shareholders
vote FOR the approval of the merger agreement.

   The Sprint board of directors has determined that the merger and the merger
agreement are advisable, fair to and in the best interests of Sprint and all of
its stockholders and recommends that Sprint stockholders vote FOR the adoption
of the merger agreement.

   To review the background and reasons for the merger in greater detail, as
well as risks related to the merger, see pages 26 through 30, 45 through 51 and
66 through 69.

Fairness Opinions of Financial Advisors

MCI WorldCom (page 69)

   In deciding to adopt the merger agreement, the MCI WorldCom board of
directors considered the opinion dated October 4, 1999 of its financial
advisor, Salomon Smith Barney Inc., that, as of that date, the FON exchange
ratio and the consideration to be paid by MCI WorldCom to holders of Sprint PCS
common stock in the merger, taken as a whole, was fair, from a financial point
of view, to MCI WorldCom. Such opinion was confirmed in writing on October 4,
1999. This opinion is attached as Annex 4 to this proxy statement/prospectus.
We encourage MCI WorldCom shareholders to read this opinion carefully.

Sprint (page 55)

   In deciding to approve the merger and the merger agreement, the Sprint board
of directors considered the opinion dated October 4, 1999 of its financial
advisor, Warburg Dillon Read LLC, that, as of that date:

 . the FON exchange ratio was fair, from a financial point of view, to the
  holders of each series of Sprint FON common stock

 . the consideration to be received by holders of Sprint PCS common stock in the
  merger was fair, from a financial point of view, to the holders of each
  series of Sprint PCS common stock

 . the consideration to be received by holders of Sprint class A common stock in
  the merger was fair, from a financial point of view, to holders of Sprint
  class A common stock

 . the consideration to be received by holders of Sprint class A common stock--
  series DT, in the merger was fair, from a financial point of view, to holders
  of Sprint class A common stock--series DT and

 . the consideration to be received by holders of Sprint common stock in the
  merger was fair, from a financial point of view, to the holders of Sprint
  common stock taken as a whole.

This opinion is attached as Annex 5 to this proxy statement/prospectus. We
encourage Sprint stockholders to read this opinion carefully.

Interests of Sprint Directors and Executive Officers in the Merger (page 77)

   Sprint stockholders should note that Sprint directors and executive officers
have interests in the merger as directors or executive officers that are
different from, or in addition to, the interests of other Sprint stockholders.
You should be aware of these interests because they may conflict with yours. If
we complete the merger, six Sprint designees will become members of the board
of directors of the combined company and several current Sprint executive
officers will become employees of the combined company. The indemnification
arrangements for current Sprint directors and officers will also be continued.
In addition, options to acquire Sprint common stock held by Sprint directors
and executive officers will automatically vest at the time of the Sprint
special meeting, unless otherwise agreed to by the individual directors and
executive officers.

   In connection with the merger, Sprint made a special grant of stock options
to selected officers and director-level employees designed to retain these
individuals following the Sprint special meeting.


                                       9
<PAGE>


Amendments to the Sprint Articles of Incorporation and Sprint Bylaws (page 192)

   Sprint stockholders are being asked to approve amendments to the Sprint
articles of incorporation and the Sprint bylaws in connection with changes to
the investment in Sprint by France Telecom and Deutsche Telekom. These changes
will take place pursuant to the Master Transfer Agreement dated as of January
21, 2000, among Sprint, those investors and related parties. For a summary of
this agreement, see "Arrangements With Sprint Stockholders--France Telecom and
Deutsche Telekom--Sprint Master Transfer Agreement".

   The Sprint board of directors recommends that Sprint stockholders vote FOR
the amendments to the Sprint articles of incorporation and the Sprint bylaws.

Amendments to the Sprint Employees Stock Purchase Plan (page 195)

   Sprint stockholders are being asked to approve amendments to the Sprint
employees stock purchase plan. The amendments would:

 .  increase the number of shares of Sprint PCS common stock authorized for
   issuance under the plan by 8 million shares and

 .  change the date on which options are granted under the plan.

   The Sprint board of directors recommends that Sprint stockholders vote FOR
the amendments to the Sprint employees stock purchase plan.

                              The Special Meetings

MCI WorldCom (page 31)

   The special meeting of MCI WorldCom shareholders will be held at 500 Clinton
Center Drive, Clinton, Mississippi, at 10:00 a.m., local time, on Friday, April
28, 2000. At the MCI WorldCom special meeting, shareholders will be asked to
approve the merger agreement.

Sprint (page 34)

   The special meeting of Sprint stockholders will be held at Sprint World
Headquarters, 2330 Shawnee Mission Parkway, Westwood, Kansas, at 10:00 a.m.,
local time, on Friday, April 28, 2000. At the Sprint special meeting,
stockholders will be asked to adopt the merger agreement, approve the
amendments to the Sprint articles of incorporation and the Sprint bylaws, and
approve the amendments to the Sprint employees stock purchase plan.

Record Dates; Voting Power

MCI WorldCom (page 31)

   MCI WorldCom shareholders are entitled to vote at the MCI WorldCom special
meeting if they owned shares of MCI WorldCom common stock or MCI WorldCom
series B preferred stock as of the close of business on March 6, 2000, the MCI
WorldCom record date.

   On March 6, 2000, there were approximately  .  shares of MCI WorldCom common
stock and approximately  .  shares of MCI WorldCom series B preferred stock
entitled to vote, together as a single group, at the MCI WorldCom special
meeting. MCI WorldCom shareholders will have one vote at the MCI WorldCom
special meeting for each share of MCI WorldCom common stock or MCI WorldCom
series B preferred stock that they owned on the MCI WorldCom record date.

Sprint (page 34)

   Sprint stockholders are entitled to vote at the Sprint special meeting if
they owned shares of Sprint capital stock as of the close of business on March
6, 2000, the Sprint record date.


                                       10
<PAGE>


   On March 6, 2000, there were outstanding the approximate number of shares of
Sprint capital stock set forth below. Sprint stockholders will have the
following votes per share, depending on the class and series of stock owned:

<TABLE>
<CAPTION>
                                                           Number of
                                                            Shares      Votes
Sprint Capital Stock*                                     Outstanding  Per Share
- ---------------------                                     ----------- ----------
<S>                                                       <C>         <C>
Series 1 FON.............................................      .         1
Series 3 FON.............................................      .         1
Series 1 PCS.............................................      .         .
Series 2 PCS.............................................      .         .
Series 3 PCS.............................................      .         .
Class A..................................................      .         .
Class A--series DT.......................................      .         .
Fifth series preferred...................................      .         1
Seventh series preferred.................................
  Series 1 PCS underlying................................      .         .
  Series 2 PCS underlying................................      .         .
</TABLE>
- --------
* The Sprint first series preferred stock and Sprint second series preferred
 stock will be redeemed before the Sprint special meeting.

Votes Required

MCI WorldCom (page 31)

   The affirmative vote of holders of shares of MCI WorldCom common stock and
MCI WorldCom series B preferred stock representing a majority of all the votes
entitled to be cast at the MCI WorldCom special meeting, voting together as a
single group, is required to approve the merger agreement. The vote to approve
the merger agreement will also constitute approval of the issuance of shares of
WorldCom capital stock in the merger and amendment of the MCI WorldCom articles
of incorporation. The amended WorldCom articles of incorporation which reflect
that amendment are attached as Annex 2 to this proxy statement/prospectus.

Sprint (page 35)

   The affirmative vote of holders of shares representing a majority of the
total voting power of Sprint common stock and Sprint preferred stock entitled
to vote at the Sprint special meeting is required to adopt the merger
agreement. The affirmative vote of (1) holders of shares representing a
majority of the total voting power of Sprint common stock and Sprint preferred
stock entitled to vote at the Sprint special meeting and (2) holders of shares
of Sprint class A common stock, Sprint class A common stock--series DT, Sprint
series 3 FON common stock and Sprint series 3 PCS common stock representing
two-thirds of the total voting power of such stock entitled to vote at the
Sprint special meeting, voting as a single class, is required to approve the
proposed amendments to the Sprint articles of incorporation and Sprint bylaws.
The affirmative vote of holders of shares representing a majority of the voting
power of Sprint common stock and Sprint preferred stock present and entitled to
vote at the Sprint special meeting is required to approve the amendments to the
Sprint employees stock purchase plan.

Agreement to Vote Shares Held by France Telecom and Deutsche Telekom (page 35)

   France Telecom and Deutsche Telekom have agreed to vote their shares of
Sprint capital stock, which as of the Sprint record date represented
approximately 20% of the total voting power of Sprint capital stock on that
date, in favor of the adoption of the merger agreement and the other matters
being proposed at the Sprint special meeting, and against any proposal in
opposition to or in competition with the merger that has not been approved by
the Sprint board of directors.

Voting by Directors and Executive Officers

MCI WorldCom (page 31)

   On the MCI WorldCom record date, directors and executive officers of MCI
WorldCom and their affiliates owned and were entitled to vote approximately  .
shares of MCI WorldCom common stock and no shares of MCI WorldCom series B
preferred stock, or approximately  . % of the aggregate number of shares of MCI
WorldCom common stock and MCI WorldCom series B preferred stock outstanding on
that date.

   The directors and executive officers of MCI WorldCom have indicated that
they intend to vote the MCI WorldCom common stock that they own for the
approval of the merger agreement.

Sprint (page 36)

   On the Sprint record date, directors and executive officers of Sprint and
their affiliates (other
                                       11
<PAGE>

than France Telecom and Deutsche Telekom and their designees) owned and were
entitled to vote  .  shares of Sprint FON common stock,  .  shares of Sprint
PCS common stock and no shares of Sprint preferred stock. All of these shares
together represented approximately  . % of the total voting power of Sprint
capital stock on that date.

   The directors and executive officers of Sprint (other than the Sprint
directors who are designees of France Telecom and Deutsche Telekom) have
indicated that they intend to vote their shares of Sprint common stock for the
adoption of the merger agreement and for approval of the other matters being
proposed at the Sprint special meeting.

                           The Merger (page 45)

   The merger agreement is attached as Annex 1 to this proxy statement/
prospectus. We encourage you to read the merger agreement carefully. It is the
principal document governing the merger.

Conditions to the Completion of the Merger (page 97)

   MCI WorldCom and Sprint will complete the merger only if they satisfy or, in
some cases, waive, several conditions, including the following:

  . holders of the requisite number of shares of MCI WorldCom common stock
    and MCI WorldCom series B preferred stock, voting together as a single
    group, must have approved the merger agreement

  . holders of the requisite number of shares of Sprint common stock and
    Sprint preferred stock, voting together as a single group, must have
    adopted the merger agreement

  . the waiting period required under the Hart-Scott-Rodino Antitrust
    Improvements Act of 1976 must have expired or been terminated

  . any required European Commission antitrust clearances must have been
    obtained

  . all approvals for the merger from the Federal Communications Commission
    and state public utility commissions must have been obtained, except
    where the failure to obtain such approvals would not, individually or in
    the aggregate, reasonably be expected to materially impair MCI WorldCom's
    and Sprint's ability to achieve the overall benefits expected to be
    realized from the completion of the merger and

  . there must have been no material adverse change in MCI WorldCom or
    Sprint, other than changes relating to the economy, securities markets or
    the telecommunications industry generally.

   For a more complete description of the conditions to the completion of the
merger, see "The Merger Agreement--Conditions to the Completion of the Merger".

Termination of the Merger Agreement; Termination Fees (pages 101 and 102)

   The merger agreement contains provisions addressing the circumstances under
which MCI WorldCom or Sprint may terminate the merger agreement. In addition,
the merger agreement provides that, in several circumstances, MCI WorldCom or
Sprint may be required to pay the other party a termination fee of $2.5
billion. For a more complete discussion, see "The Merger Agreement--
Termination" and "--Termination Fees".

Regulatory Approvals (page 88)

   Under the Communications Act of 1934, the Federal Communications Commission
must approve the transfer of control to MCI WorldCom of Sprint and those
subsidiaries of Sprint that hold FCC licenses and authorizations. The FCC must
determine whether MCI WorldCom is qualified to control such licenses and
authorizations and whether the transfer is consistent with the public interest,
convenience and necessity. MCI WorldCom and Sprint filed transfer of control
applications with the FCC in November 1999.

   Under the Hart-Scott-Rodino Act, the merger may not be completed until
notifications have been given and information furnished to the Federal Trade
Commission and to the Antitrust Division of the U.S. Department of Justice and
the specified waiting period has been terminated or has expired. MCI WorldCom
and Sprint each filed notification and

                                       12
<PAGE>

report forms with the FTC and the Antitrust Division. On November 10, 1999, the
Antitrust Division requested additional information from MCI WorldCom and
Sprint. MCI WorldCom and Sprint are currently working to respond to the request
as promptly as practicable. The waiting period under the Hart-Scott-Rodino Act
will expire twenty days after MCI WorldCom and Sprint have complied with the
request, unless such waiting period is terminated early.

   The merger is also subject to review under state antitrust laws and could be
the subject of challenges by private parties under the antitrust laws.

   Various subsidiaries of Sprint hold licenses and service authorizations
issued by state public utility commissions. Approximately 26 state commissions
must review the transfer of control of these licenses and authorizations to MCI
WorldCom.

   The merger may also be subject to review by European antitrust authorities
and to regulatory review in jurisdictions other than the United States and
Europe.

Accounting Treatment (page 89)

   The merger will be accounted for using the purchase method of accounting
with MCI WorldCom having acquired Sprint.

Expenses (page 106)

   Each of MCI WorldCom and Sprint will bear all expenses it incurs in
connection with the merger, except that MCI WorldCom and Sprint will share
equally the costs of filing with the Securities and Exchange Commission the
registration statement, of which this proxy statement/prospectus forms a part,
printing and mailing this proxy statement/ prospectus and the filing fees for
the pre-merger notification and report forms under the Hart-Scott-Rodino Act
and for any filings with the European Commission.

Market Price Information (page 109)

   Shares of MCI WorldCom common stock are traded on The Nasdaq National
Market. Shares of Sprint series 1 FON common stock and Sprint series 1 PCS
common stock are listed on the New York Stock Exchange. The following table
presents:

 . the last reported sale price of one share of MCI WorldCom common stock, as
  reported on The Nasdaq National Market

 . the last reported sale prices of one share of Sprint series 1 FON common
  stock and one share of Sprint series 1 PCS common stock, as reported on the
  New York Stock Exchange and

 . the market value of one share of Sprint series 1 FON common stock and one
  share of Sprint series 1 PCS common stock on an equivalent per share basis
  determined as if the merger had been completed,

in each case as if the merger had been completed on October 4, 1999, the last
full trading day before the public announcement of the merger agreement, and on
 . , the last practicable day before the date of this proxy
statement/prospectus. The equivalent price per share data for Sprint series 1
FON common stock has been determined by multiplying the applicable last
reported sale price of one share of MCI WorldCom common stock on each of these
dates by an assumed FON exchange ratio of .. The equivalent price per share
data for Sprint series 1 PCS common stock has been determined by (1)
multiplying the applicable last reported sale price of one share of MCI
WorldCom common stock on each of these dates by 0.116025 and (2) adding this
amount to the applicable last reported sale price of one share of Sprint series
1 PCS common stock on each of these dates. Because the sale price of the Sprint
series 1 PCS common stock on  .  may already reflect the anticipated receipt of
0.116025 shares of WorldCom common stock per share in the merger, the actual
expected value for each share of Sprint series 1 PCS common stock may be less
than that indicated by the equivalent price per share of Sprint series 1 PCS
common stock set forth below.

   The market price information in the following table for MCI WorldCom common
stock as of October 4, 1999, and the resulting equivalent prices per share of
Sprint series 1 FON common stock and Sprint series 1 PCS common stock, have
been retroactively restated to reflect MCI WorldCom's three-for-two stock split
in the form of a 50% stock dividend which was distributed on December 30,

                                       13
<PAGE>

1999 and to reflect Sprint's two-for-one stock split of its Sprint PCS common
stock in the form of a stock dividend which was distributed on February 4,
2000.

MCI WorldCom
<TABLE>
<CAPTION>
                                               MCI WorldCom
Date                                           Common Stock
- ----                                           ------------
<S>                                            <C>          <C>
October 4, 1999...............................    $47.75
 . , 2000.....................................        .

Sprint FON
<CAPTION>
                                                            Equivalent Price Per
                                                  Sprint      Share of Sprint
                                               Series 1 FON     Series 1 FON
Date                                           Common Stock     Common Stock
- ----                                           ------------ --------------------
<S>                                            <C>          <C>
October 4, 1999...............................    $60.88            $.
 . , 2000.....................................        .              .

Sprint PCS
<CAPTION>
                                                            Equivalent Price Per
                                                  Sprint      Share of Sprint
                                               Series 1 PCS Series 1 PCS Common
Date                                           Common Stock        Stock
- ----                                           ------------ --------------------
<S>                                            <C>          <C>
October 4, 1999...............................    $39.35            $.
 . , 2000.....................................        .              .
</TABLE>

Dividend Information (page 179)

   MCI WorldCom has never paid cash dividends on its common stock. Sprint has
historically paid regular quarterly cash dividends of $0.125 per share on its
FON common stock but has never paid cash dividends on its PCS common stock.
WorldCom does not intend to pay dividends on either the WorldCom group common
stock or the WorldCom PCS group common stock.

The Companies (page 39)

MCI WORLDCOM, INC.
500 Clinton Center Drive
Clinton, Mississippi 39056
(877) 624-9266 or
(601) 460-5600

   MCI WorldCom is a global leader in "all-distance" communications services
with operations in more than 65 countries encompassing the Americas, Europe and
the Asia-Pacific regions. Revenues in 1999 were $37 billion, with more than $15
billion from high-growth data, internet and international services.
MCI WorldCom is one of the first major telecommunications companies with the
capability to provide consumers and businesses with high quality local, long
distance, Internet, data and international communications services over its
global networks.

SPRINT CORPORATION
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
(913) 624-3000

   Sprint is a diversified telecommunications company, providing long distance,
local and wireless communications services. Sprint's business is organized in
two groups:

 .   the PCS group, which markets its wireless PCS telephony products and
    services under the Sprint(R) and Sprint PCS(R) brand names and

 .   the FON group, which consists of all of Sprint's businesses and assets not
    included in the PCS group and includes:

  --  Sprint's long distance division, which is the nation's third-largest
      provider of long distance telephone services

  --  Sprint's local telecommunications division, which consists primarily of
      regulated local exchange carriers serving more than 8 million access
      lines in 18 states and

  --  Sprint's product distribution and directory publishing businesses,
      which consist of wholesale distribution of telecommunications equipment
      and publishing and marketing white and yellow page telephone
      directories.

                                       14
<PAGE>

                           Comparative Per Share Data

   The following table sets forth for MCI WorldCom common stock, Sprint series
1 FON common stock and Sprint PCS common stock, for the periods indicated,
selected historical per share data and the corresponding unaudited pro forma
combined and pro forma equivalent per share amounts, calculated separately,
assuming FON exchange ratios of 1.4100 and 1.8342 shares of WorldCom group
common stock for each share of Sprint FON common stock, giving effect to the
consideration to be received by holders of shares of Sprint PCS common stock
and giving effect to the proposed merger. The WorldCom PCS group pro forma
combined equivalent does not reflect the 0.116025 shares of WorldCom group
common stock that holders of Sprint PCS common stock are entitled to receive in
the merger for each share of Sprint PCS common stock owned by them. These
shares will be received in addition to the one share of WorldCom PCS group
common stock that holders of Sprint PCS common stock will receive for each
share of Sprint PCS common stock owned by them. The actual FON exchange ratio
may vary as described in this proxy statement/prospectus. The data presented
are based upon the historical consolidated financial statements and related
notes of each of MCI WorldCom and Sprint, which are incorporated by reference
into this document. See "Where You Can Find More Information" beginning on page
205. This information should be read in conjunction with, and is qualified in
its entirety by reference to, the historical consolidated financial statements
of MCI WorldCom, the Sprint FON group and the Sprint PCS group and related
notes thereto. The data presented are not necessarily indicative of the future
results of operations of the consolidated companies or the actual results that
would have occurred if the merger had been consummated prior to the periods
indicated. MCI WorldCom has never paid cash dividends on its common stock.
Sprint has historically paid regular quarterly dividends on its FON common
stock but not on its PCS common stock.

   On November 18, 1999, the MCI WorldCom board of directors authorized a
three-for-two stock split in the form of a 50% stock dividend which was
distributed on December 30, 1999. All MCI WorldCom per share data and numbers
of MCI WorldCom common shares have been retroactively restated to reflect this
stock split.

   On December 14, 1999, the Sprint board of directors authorized a two-for-one
stock split of its Sprint  PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000. Holders of Sprint FT/DT class A
stock will receive one share of Sprint series 3 PCS common stock for each share
of Sprint series 3 PCS common stock underlying their shares of Sprint FT/DT
class A stock. All Sprint PCS group per share data and numbers of Sprint PCS
common shares have been retroactively restated to reflect this stock split.

   Sprint completed a two-for-one stock split of its Sprint FON common stock in
the form of a stock dividend in the second quarter of 1999. Sprint has
historically paid a cash dividend of $0.125 per share, in post-split terms, per
quarter on the Sprint FON common stock. Before November 1998, which is when the
Sprint FON group and the Sprint PCS group were created, this dividend applied
to Sprint common stock.

   On September 14, 1998, MCI WorldCom merged with MCI Communications
Corporation in a transaction accounted for as a purchase. Accordingly, the
operating results of MCI Communications are included in MCI WorldCom's
historical results from the date of acquisition. If MCI WorldCom's merger with
MCI Communications was assumed to have occurred on January 1, 1998, selected
pro forma combined per share amounts would reflect basic and diluted loss per
common share of $(0.94) for the year ended December 31, 1998.

                                       15
<PAGE>


  Other significant events affecting historical earnings trends included the
   following:

 .  In 1998, MCI WorldCom recorded a pre-tax charge of $196 million in
   connection with its merger with Brooks Fiber Properties, Inc. on January 29,
   1998, the merger with MCI Communications Corporation on September 14, 1998
   and various asset write-downs and loss contingencies. These charges included
   $21 million for employee severance, $17 million for Brooks Fiber Properties
   direct merger costs, $38 million for conformance of Brooks Fiber Properties
   accounting policies, $56 million for exit costs under long-term commitments,
   $31 million for the write-down of a permanently impaired investment and $33
   million related to other asset write-downs and loss contingencies.
   Additionally, in connection with business combinations, MCI WorldCom made
   allocations of the purchase price to acquired in-process research and
   development totaling $429 million in the first quarter of 1998 related to
   the merger with CompuServe Corporation on January 31, 1998 and the
   acquisition of ANS Communications, Inc. from America Online, Inc., on
   January 31, 1998, and $3.1 billion in the third quarter of 1998 related to
   the merger with MCI Communications.

 .  Earnings per share for the Sprint FON group is on a pro forma basis, which
   assumes that the Sprint FON common stock, which was created in the November
   1998 Sprint PCS restructuring, existed for all periods presented.

 .  Sprint calculated its earnings per share on a consolidated basis until the
   Sprint FON common stock and Sprint PCS common stock were created as part of
   the November 1998 Sprint PCS restructuring. From that time forward, earnings
   per share was computed individually for the Sprint FON group and the Sprint
   PCS group. Sprint reported diluted earnings per share of $1.96 before
   extraordinary items on a consolidated basis for 1998 before the November
   1998 Sprint PCS restructuring. For the period from the November 1998 Sprint
   PCS restructuring through December 31, 1998, the Sprint FON group reported
   diluted earnings per share of $0.14 and the Sprint PCS group reported a loss
   of $(0.63) per share before extraordinary items.


<TABLE>
<CAPTION>
                                                              Sprint          Sprint
                                                           FON Pro Forma   FON Pro Forma              WorldCom
                                                WorldCom    Equivalent      Equivalent               PCS Group
                             MCI       Sprint     Group   (assuming a FON (assuming a FON   Sprint   Pro Forma
                           WorldCom  FON Group  Pro Forma exchange ratio  exchange ratio  PCS Group  Combined
                          Historical Historical Combined    of 1.4100)      of 1.8342)    Historical Equivalent
                          ---------- ---------- --------- --------------- --------------- ---------- ----------
<S>                       <C>        <C>        <C>       <C>             <C>             <C>        <C>
Book value per common
 share:
 December 31, 1998......    $16.34     $10.48    $26.83       $37.83          $49.21        $4.51      $52.43
 September 30, 1999.....     17.48      11.25     27.41        38.65           50.28         4.18       46.21
Income (loss) per common
 share from continuing
 operations (after
 preferred dividend
 requirement):
 Basic:
  Year ended
   December 31, 1998....     (1.35)      1.80     (1.19)       (1.68)          (2.18)         --        (4.06)
  Nine months ended
   September 30, 1999...      0.95       1.33      0.37         0.52            0.68        (1.96)      (3.76)
 Diluted:
  Year ended
   December 31, 1998....     (1.35)      1.78     (1.19)       (1.68)          (2.18)         --        (4.06)
  Nine months ended
   September 30, 1999...      0.92       1.31      0.36         0.51            0.66        (1.96)      (3.76)
  Total dividends per
   share:
  Year ended
   December 31, 1998....       --        0.50       --           --              --           --          --
  Nine months ended
   September 30, 1999...       --       0.375       --           --              --           --          --
</TABLE>

                                       16
<PAGE>

 Selected Historical and Unaudited Pro Forma Condensed Combined Financial Data

 MCI WorldCom

   The selected historical financial data of MCI WorldCom set forth below have
been derived from the historical consolidated financial statements of MCI
WorldCom as they appeared in MCI WorldCom's Annual Reports on Form 10-K filed
with the Securities and Exchange Commission for each of the five fiscal years
in the period ended December 31, 1998, MCI WorldCom's Current Report on Form 8-
K filed with the Securities and Exchange Commission on November 5, 1999 and MCI
WorldCom's Quarterly Reports on Form 10-Q filed with the Securities and
Exchange Commission for the periods ended September 30, 1999 and September 30,
1998. Results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the entire year.

   On November 18, 1999, the MCI WorldCom board of directors authorized a
three-for-two stock split in the form of a 50% stock dividend which was
distributed on December 30, 1999. All MCI WorldCom per share data and numbers
of MCI WorldCom common shares have been retroactively restated to reflect this
stock split.

   On September 14, 1998, MCI WorldCom completed a merger with MCI
Communications. The merger with MCI Communications was accounted for as a
purchase. Accordingly, the operating results of MCI Communications are included
from the date of that acquisition.

   Other significant events affecting MCI WorldCom historical earnings trends
included the following:

 .  In 1998, MCI WorldCom recorded a pre-tax charge of $196 million in
   connection with a merger with Brooks Fiber Properties, the merger with MCI
   Communications and various asset write-downs and loss contingencies. These
   charges included $21 million for employee severance, $17 million for Brooks
   Fiber Properties direct merger costs, $38 million for conformance of Brooks
   Fiber Properties accounting policies, $56 million for exit costs under long-
   term commitments, $31 million for the write-down of a permanently impaired
   investment and $33 million related to other asset write-downs and loss
   contingencies. Additionally, in connection with business combinations, MCI
   WorldCom made allocations of the purchase price to acquired in-process
   research and development totaling $429 million in the first quarter of 1998
   related to the merger with CompuServe and the acquisition of ANS
   Communications from America Online and $3.1 billion in the third quarter of
   1998 related to the merger with MCI Communications.

 .  Results for 1996 include other after-tax charges of $121 million for
   employee severance, employee compensation charges, alignment charges and
   costs to exit unfavorable telecommunications contracts and a $344 million
   after-tax write-down of operating assets within MCI WorldCom's non-core
   businesses. On a pre-tax basis, these charges totaled $600 million.

 .  In connection with various debt refinancings, MCI WorldCom recognized in
   1998, 1997 and 1996 extraordinary items of $129 million, $3 million and $4
   million, respectively, net of taxes, consisting of unamortized debt
   discount, unamortized issuance cost and prepayment fees. Additionally, in
   1996 MCI WorldCom recorded an extraordinary item of $20 million, net of
   taxes, related to a write-off of deferred international costs.

 .  In connection with the conversion of MCI WorldCom series 1 $2.25 cumulative
   senior perpetual convertible preferred stock, MCI WorldCom made a non-
   recurring payment of $15 million in 1995 to the holder of the stock,
   representing a discount to the minimum nominal dividends that would have
   been payable on the MCI WorldCom series 1 preferred stock before the
   September 15, 1996 optional call date of approximately $26.6 million, which
   amount included an annual dividend requirement of $24.5 million plus accrued
   dividends to such call date.

 .  As a result of a merger with IDB Communications Group, Inc., MCI WorldCom
   initiated plans to reorganize and restructure its management and operational
   organization and facilities to eliminate duplicate personnel, physical
   facilities and service capacity, to abandon overlapping products and
   marketing activities and to take further advantage of the synergies
   available to the combined entities. Accordingly, in

                                       17
<PAGE>

   1994, MCI WorldCom charged $44 million to operations for the estimated costs
   of such reorganization and restructuring activities, including employee
   severance, physical facility abandonment and duplicate service capacity.

  Also, during 1994, MCI WorldCom incurred direct merger costs of $15
  million, related to the merger with IDB Communications Group. These costs
  include professional fees, proxy solicitation costs, travel and related
  expenses and other direct costs attributable to the merger with IDB
  Communications Group.

   You should read the financial information in this section along with the
historical financial statements and accompanying notes incorporated by
reference in this proxy statement/prospectus. See "Where You Can Find More
Information" beginning on page 205.

<TABLE>
<CAPTION>
                            At or for the
                             Nine Months
                         Ended September 30,            At or for the Year
                             (unaudited)                Ended December 31,
                         --------------------  ----------------------------------------
                            1999      1998      1998     1997     1996     1995   1994
                         ---------- ---------  -------  -------  -------  ------ ------
                                    (In millions, except per share data)
<S>                      <C>        <C>        <C>      <C>      <C>      <C>    <C>
Operating results:
Revenues................    $27,131   $ 8,661  $17,678  $ 7,384  $ 4,449  $3,636 $2,211
Operating income
 (loss).................      5,461    (2,208)    (975)   1,018   (1,875)    667     67
Income (loss) before
 extraordinary items....      2,711    (2,996)  (2,540)     247   (2,233)    257   (124)
Extraordinary items.....         --      (129)    (129)      (3)     (24)     --     --
Net income (loss)
 applicable to common
 shareholders...........      2,663    (3,141)  (2,700)     218   (2,258)    224   (152)
Preferred dividend
 requirement............         --        13       13       26        1      33     28
Earnings (loss) per
 common share:
Income (loss) before
 extraordinary items
  Basic.................       0.95     (1.85)   (1.35)    0.15    (3.35)   0.39  (0.32)
  Diluted...............       0.92     (1.85)   (1.35)    0.15    (3.35)   0.37  (0.32)
Net income (loss)
  Basic.................       0.95     (1.93)   (1.41)    0.15    (3.38)   0.39  (0.32)
  Diluted...............       0.92     (1.93)   (1.41)    0.15    (3.38)   0.37  (0.32)
Number of weighted
 average shares
  Basic.................      2,792     1,632    1,911    1,449      668     575    474
  Diluted...............      2,900     1,632    1,911    1,496      668     659    474
Financial position:
Total assets............    $86,962            $86,401  $23,596  $20,843  $6,803 $3,441
Long-term debt..........     13,245             16,083    7,413    5,356   2,324    794
Subsidiary trust and
 other mandatorily
 redeemable preferred
 securities.............        798                798       --       --      --     --
Shareholders'
 investment.............     49,317             45,003   13,801   13,252   2,281  1,827
Deficiency of earnings
 to combined fixed
 charges and preference
 dividends..............         --             (1,960)      --   (2,114)     --    (97)
Ratio of earnings to
 combined fixed charges
 and preference
 dividends(1)...........     5.07:1                 --   1.93:1       --  2.12:1     --
Deficiency of earnings
 to fixed charges.......         --             (1,909)      --   (2,112)     --    (52)
Ratio of earnings to
 fixed charges(2).......     5.45:1                 --   2.08:1       --  2.53:1     --
</TABLE>
- --------
(1)  For the purpose of computing the ratio of earnings to combined fixed
     charges and preference dividends, earnings consist of pretax income (loss)
     from continuing operations, excluding minority interests in losses of
     consolidated subsidiaries, and fixed charges consist of pretax interest
     (including capitalized interest) on all indebtedness, amortization of debt
     discount and expense, that portion of rental expense which MCI WorldCom
     believes to be representative of interest, and distributions on subsidiary
     trust and other mandatorily redeemable preferred securities and preferred
     dividends, both of which have been grossed up to a pretax basis utilizing
     MCI WorldCom's effective tax rate.

(2)  For the purpose of computing the ratio of earnings to fixed charges,
     earnings consist of pretax income (loss) from continuing operations,
     excluding minority interests in losses of consolidated subsidiaries, and
     fixed charges consist of pretax interest (including capitalized interest)
     on all indebtedness, amortization of debt discount and expense, and that
     portion of rental expense which MCI WorldCom believes to be representative
     of interest.

                                       18
<PAGE>

 Sprint

   The selected historical financial data of Sprint set forth below have been
derived from the historical consolidated financial statements of Sprint, as
they appeared in Sprint's Annual Reports on Form 10-K filed with the Securities
and Exchange Commission for each of the five fiscal years in the period ended
December 31, 1998 and Sprint's Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission for the periods ended September 30, 1999 and
September 30, 1998. Results for the nine months ended September 30, 1999 are
not necessarily indicative of the results that may be expected for the entire
year.

   The recapitalization of Sprint common stock into Sprint FON common stock and
Sprint PCS common stock occurred in the November 1998 Sprint PCS restructuring.
As a result, several prior-year amounts have been reclassified to conform to
the current-year presentation. These reclassifications had no effect on the
results of operations or group equity as previously reported.

   On December 14, 1999, the Sprint board of directors authorized a two-for-one
stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000. In the second quarter of 1999,
Sprint effected a two-for-one stock split of its Sprint FON common stock. As a
result, basic and diluted earnings per common share, weighted-average common
shares and dividends per common share for Sprint FON common stock and Sprint
PCS common stock have been restated for periods before these stock splits.

   Other significant events affecting Sprint historical earnings trends
included the following:

 .  In 1998, the Sprint PCS group recorded a nonrecurring charge to write off
   $179 million of acquired in-process research and development costs related
   to the Sprint PCS restructuring. This charge reduced operating income and
   income from continuing operations by $179 million.

 .  The Sprint FON group recorded nonrecurring charges of $20 million in 1997
   and $60 million in 1996 related to litigation within Sprint's long distance
   division. These charges reduced income from continuing operations by $13
   million in 1997 and $36 million in 1996. In 1995, the Sprint FON group
   recorded a nonrecurring charge of $88 million related to a restructuring
   within Sprint's local telephone division. This reduced income from
   continuing operations by $55 million.

 .   In 1998, the Sprint FON group recorded net nonrecurring gains of $104
   million mainly from the sale of local exchanges. This increased income from
   continuing operations by $62 million. In 1997, the Sprint FON group recorded
   nonrecurring gains of $71 million mainly from sales of local exchanges and
   various investments. These gains increased income from continuing operations
   by $44 million. In 1994, the Sprint FON group recognized a $35 million gain
   on the sale of equity securities, which increased income from continuing
   operations by $22 million.

   You should read the financial information in this section along with the
historical financial statements and accompanying notes incorporated by
reference in this proxy statement/prospectus. See "Where You Can Find More
Information" beginning on page 205.


                                       19
<PAGE>

<TABLE>
<CAPTION>
                           At or for the
                            Nine Months
                               Ended
                           September 30,             At or for the Year
                            (unaudited)              Ended December 31,
                          ---------------- -----------------------------------------
                           1999     1998    1998     1997     1996    1995    1994
                          -------  ------- -------  -------  ------- ------- -------
                                   (In millions, except per share data)
<S>                       <C>      <C>     <C>      <C>      <C>     <C>     <C>
Operating results:
Net operating revenues..  $14,756  $12,600 $17,134  $14,874  $13,887 $12,735 $11,965
Operating income
 (loss).................     (126)     547     190    2,451    2,267   1,834   1,691
Income (loss) before
 extraordinary items....     (624)     661     450      952    1,191     946     899
Pro forma earnings
 (loss) per common
 share(1):
Income (loss) before
 extraordinary items
  Sprint FON group
   (basic)..............     1.33     1.31    1.80     1.59     1.55    1.38    1.30
  Sprint FON group
   (diluted)............     1.31     1.29    1.78     1.57     1.54    1.37    1.28
  Sprint PCS group
   (basic and diluted)..    (1.96)  (1.49)   (2.21)   (1.98)     --      --      --
Pro forma dividends per
 common share...........    0.375    0.375    0.50     0.50     0.50    0.50    0.50
Financial position:
Total assets............  $37,984          $33,230  $18,274  $16,915 $15,074 $14,425
Property, plant and
 equipment, net.........   20,776           18,983   11,494   10,464   9,716  10,259
Total debt..............   15,381           12,189    3,880    3,274   5,668   4,927
Common stock and other
 stockholders' equity...   13,766           12,448    9,025    8,520   4,643   4,525
</TABLE>
- --------
(1) Pro forma amounts do not give effect to the merger. Pro forma earnings per
    share for the Sprint FON group assumes the shares of Sprint FON common
    stock created in the Sprint PCS restructuring existed for all periods
    presented. Pro forma loss per share for the Sprint PCS group assumes the
    Sprint PCS restructuring and the write-off of $179 million of acquired in-
    process research and development costs occurred at the beginning of 1997.
    These pro forma amounts are for comparative purposes only and do not
    necessarily represent what actual results of operations would have been had
    the transactions occurred at the beginning of 1997, nor do they indicate
    the results of future operations.

                                       20
<PAGE>


 Sprint FON Group

   The selected historical financial data of the Sprint FON group set forth
below have been derived from the historical combined financial statements of
the Sprint FON group, as they appeared in Sprint's Annual Reports on Form 10-K
filed with the Securities and Exchange Commission for each of the five fiscal
years in the period ended December 31, 1998 and Sprint's Quarterly Reports on
Form 10-Q filed with the Securities and Exchange Commission for the periods
ended September 30, 1999 and September 30, 1998. Results for the nine months
ended September 30, 1999 are not necessarily indicative of the results that may
be expected for the entire year.

   The Sprint FON group and the Sprint PCS group did not exist in years ended
before 1998. The creation of the Sprint FON group and the Sprint PCS group, and
the recapitalization of Sprint common stock into Sprint FON common stock and
Sprint PCS common stock, occurred in the November 1998 Sprint PCS
restructuring. As a result, several prior-year amounts have been reclassified
to conform to the current-year presentation. These reclassifications had no
effect on the results of operations or group equity as previously reported.

   In the second quarter of 1999, Sprint effected a two-for-one stock split of
its Sprint FON common stock. As a result, basic and diluted earnings per common
share, weighted average common shares and dividends per common share for Sprint
FON common stock have been restated for periods before the stock split.

   Other significant events affecting Sprint FON group historical earnings
trends included the following:

 .  The Sprint FON group recorded nonrecurring charges of $20 million in 1997
   and $60 million in 1996 related to litigation within Sprint's long distance
   division. These charges reduced income from continuing operations by $13
   million in 1997 and $36 million in 1996. In 1995, the Sprint FON group
   recorded a nonrecurring charge of $88 million related to a restructuring
   within Sprint's local telephone division. This charge reduced income from
   continuing operations by $55 million.

 .  In 1998, the Sprint FON group recorded net nonrecurring gains of $104
   million mainly from the sale of local exchanges. These gains increased
   income from continuing operations by $62 million. In 1997, the Sprint FON
   group recorded nonrecurring gains of $71 million mainly from sales of local
   exchanges and various investments. These gains increased income from
   continuing operations by $44 million. In 1994, the Sprint FON group
   recognized a $35 million gain on the sale of equity securities, which
   increased income from continuing operations by $22 million.

   You should read the financial information in this section along with the
historical financial statements and accompanying notes incorporated in this
proxy statement/prospectus by reference. See "Where You Can Find More
Information" beginning on page 205.

                                       21
<PAGE>


<TABLE>
<CAPTION>
                             At or for the
                              Nine Months
                          Ended September 30,           At or for the Year
                              (unaudited)               Ended December 31,
                          ------------------- ---------------------------------------
                            1999      1998     1998    1997    1996    1995    1994
                          --------- --------- ------- ------- ------- ------- -------
                                     (In millions, except per share data)
<S>                         <C>       <C>     <C>     <C>     <C>     <C>     <C>
Operating results:
Net operating revenues..    $12,757   $11,876 $16,017 $14,874 $13,887 $12,735 $11,965
Operating income........      2,199     2,088   2,760   2,470   2,268   1,834   1,691
Income before
 extraordinary items....      1,151     1,135   1,540   1,372   1,311     966     899
Pro forma earnings per
 common share(1):
Income before
 extraordinary items
  Basic.................       1.33      1.31    1.80    1.59    1.55    1.38    1.30
  Diluted...............       1.31      1.29    1.78    1.57    1.54    1.37    1.28
Number of weighted
 average shares
  Basic.................      866.4     861.5   854.0   860.5   843.4   697.5   692.1
  Diluted...............      884.3     877.5   868.9   873.0   854.0   702.5   699.9
Pro forma dividends per
 common share...........      0.375     0.375    0.50    0.50    0.50    0.50    0.50
Financial position:
Total assets............    $21,438           $19,001 $16,581 $15,655 $14,101 $14,374
Property, plant and
 equipment, net.........     13,451            12,464  11,307  10,464   9,716  10,259
Total debt..............      5,719             4,442   3,880   3,274   5,668   4,927
Group equity............     10,095             9,024   7,639   7,332   3,677   4,474
</TABLE>
- --------
(1) Pro forma amounts do not give effect to the merger. Pro forma earnings per
    share and dividends for the Sprint FON group assume that the shares of
    Sprint FON common stock created in the Sprint PCS restructuring existed for
    all periods presented.

                                       22
<PAGE>

 Sprint PCS Group

   The selected historical financial data of the Sprint PCS group set forth
below have been derived from the historical combined financial statements of
the Sprint PCS group, as they appeared in Sprint's Annual Reports on Form 10-K
filed with the Securities and Exchange Commission for each of the four fiscal
years in the period ended December 31, 1998 and Sprint's Quarterly Reports on
Form 10-Q filed with the Securities and Exchange Commission for the periods
ended September 30, 1999 and September 30, 1998. The selected financial data at
and for the year ended December 31, 1994 have been derived from the unaudited
Sprint PCS group combined financial statements. Results for the nine months
ended September 30, 1999 are not necessarily indicative of the results that may
be expected for the entire year.

  The Sprint FON group and the Sprint PCS group did not exist in years ended
before 1998. The creation of the Sprint FON group and the Sprint PCS group, and
the recapitalization of Sprint common stock into Sprint FON common stock and
Sprint PCS common stock, occurred in the November 1998 Sprint PCS
restructuring. As a result, several prior-year amounts have been reclassified
to conform to the current-year presentation. These reclassifications had no
effect on the results of operations or group equity as previously reported.

   On December 14, 1999, the Sprint board of directors authorized a two-for-one
stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000. As a result, basic and diluted
earnings per common share and weighted-average common shares for Sprint PCS
common stock have been restated for periods before the stock split.

   Operating results for 1998 include the operating results of Sprint Spectrum
Holding Company, L.P. and PhillieCo., L.P., which we together refer to as
"Sprint Spectrum", on a consolidated basis for the entire year. Before the
Sprint PCS restructuring on November 23, 1998, Sprint Spectrum was owned
approximately 40% by Sprint and approximately 60% by affiliates or associates
of persons that now hold Sprint series 2 PCS common stock. The share of Sprint
Spectrum losses attributable to these holders through the date of the Sprint
PCS restructuring has been reflected as "Other partners' loss in Sprint PCS
group" in the combined statements of operations. Sprint's investment in Sprint
Spectrum before the Sprint PCS restructuring was accounted for using the equity
method. Sprint Spectrum's financial position at year-end 1998 has been
reflected on a consolidated basis in the Sprint PCS group's combined balance
sheets.

   Other significant events affecting Sprint PCS group historical earnings
trends included the following:

 .  In 1998, the Sprint PCS group recorded a nonrecurring charge to write off
   $179 million of acquired in-process research and development costs related
   to the Sprint PCS restructuring. This charge increased operating loss and
   loss before extraordinary items by $179 million.

   You should read the financial information in this section along with the
historical financial statements and accompanying notes incorporated by
reference in this proxy statement/prospectus. See "Where You Can Find More
Information" beginning on page 205.

                                       23
<PAGE>


<TABLE>
<CAPTION>
                             At or for the
                              Nine Months
                          Ended September 30,         At or for the Year
                              (unaudited)             Ended December 31,
                          --------------------  -----------------------------------
                            1999       1998      1998     1997    1996   1995  1994
                          ---------  ---------  -------  ------  ------  ----  ----
                                 (In millions, except per share data)
<S>                       <C>        <C>        <C>      <C>     <C>     <C>   <C>
Operating results:
Net operating revenues..    $ 2,184    $   788  $ 1,225  $   --  $   --  $ --  $ --
Operating loss..........     (2,325)    (1,541)  (2,570)    (19)     (1)   --    --
Other partners' loss in
 Sprint PCS group ......         --      1,008    1,251      --      --    --    --
Equity in loss of Sprint
 PCS group .............         --         --       --    (660)   (192)  (31)   (1)
Loss before
 extraordinary items....     (1,786)      (474)  (1,092)   (420)   (120)  (20)   --
Pro forma loss per
 common share before
 extraordinary items(1):
Basic and diluted loss
 per common share.......      (1.96)     (1.49)   (2.21)  (1.98)     --    --    --
Basic and diluted
 weighted average common
 shares.................      910.3      831.6    831.6   830.8      --    --    --
Financial position:
Total assets............    $17,460             $15,138  $1,703  $1,260  $974  $ 51
Property, plant and
 equipment, net.........      7,351               6,535     187      --    --    --
Total debt..............      9,808               8,195      --      --    --    --
Group equity............      3,966               3,755   1,386   1,188   966    51
</TABLE>
- --------
(1) Pro forma amounts do not give effect to the merger. Pro forma loss per
    share for the Sprint PCS group assumes the Sprint PCS restructuring, and
    the purchase of 5.1 million shares of Sprint PCS common stock by France
    Telecom and Deutsche Telekom that occurred in connection with the Sprint
    PCS restructuring and the write-off of $179 million of acquired in-process
    research and development costs occurred at the beginning of 1997. These pro
    forma amounts are for comparative purposes only and do not necessarily
    represent what actual results of operations would have been had the
    transactions occurred at the beginning of 1997, nor do they indicate the
    results of future operations.



                                       24
<PAGE>

 MCI WorldCom and Sprint Pro Forma Condensed Combined

   The following selected unaudited pro forma condensed combined financial data
of MCI WorldCom and Sprint combine the consolidated financial information of
MCI WorldCom for the year ended December 31, 1998 and at or for the nine-month
period ended September 30, 1999, with the consolidated financial information of
Sprint for the year ended December 31, 1998, and at or for the nine-month
period ended September 30, 1999. The selected unaudited pro forma condensed
combined financial data are derived from the unaudited pro forma combined
condensed financial statements contained elsewhere in this proxy
statement/prospectus. We have prepared the unaudited pro forma condensed
combined financial information using the purchase method of accounting. This
pro forma information does not give effect to any restructuring costs or to any
potential cost savings or other operating efficiencies that could result from
the merger.

   The unaudited pro forma condensed combined financial information does not
purport to represent what the combined company's financial position or results
of operations would have been had the merger occurred at the beginning of the
earliest period presented or to project the combined financial position or
results of operations for any future date or period.

   On November 18, 1999, the MCI WorldCom board of directors authorized a
three-for-two stock split in the form of a 50% stock dividend which was
distributed on December 30, 1999. On December 14, 1999, the Sprint board of
directors authorized a two-for-one stock split of its Sprint PCS common stock
in the form of a stock dividend which was distributed on February 4, 2000. All
pro forma condensed combined per share data have been retroactively restated to
reflect these stock splits.

   You should read the financial information in this section along with
historical and unaudited pro forma condensed combined financial statements and
accompanying notes, either incorporated by reference or included in this proxy
statement/prospectus. See "Unaudited Pro Forma Condensed Combined Financial
Statements" beginning on page 110 and "Where You Can Find More Information"
beginning on page 205.

<TABLE>
<CAPTION>
                                        Pro Forma
                             -------------------------------
                                               At or for the
                                                Nine Months
                                  For the         Ended
                                Year Ended     September 30,
                             December 31, 1998     1999
                             ----------------- -------------
                             (In millions, except per share
                                          data)
<S>                          <C>               <C>
Revenues:...................
  WorldCom group............      $33,390         $39,466
  WorldCom PCS group........        1,225           2,184
  Inter-group eliminations..         (108)           (185)
  WorldCom consolidated.....       34,507          41,465
Income (loss) before
 extraordinary items (after
 preferred dividend
 requirement):
 Total:
  WorldCom group............       (4,010)          1,585
  WorldCom PCS group........       (3,376)         (3,424)
  Inter-group eliminations..          --              --
  WorldCom consolidated.....       (7,386)         (1,839)
 Per common share:
  Basic
    WorldCom group..........        (1.19)           0.37
    WorldCom PCS group......        (4.06)          (3.76)
  Diluted
    WorldCom group..........        (1.19)           0.36
    WorldCom PCS group......        (4.06)          (3.76)
Balance sheet data:
Total assets................                     $224,178
Long-term debt..............                       27,621
Shareholders' equity........                      162,315
</TABLE>

                                       25
<PAGE>

                      RISK FACTORS RELATING TO THE MERGER

   In addition to the other information included and incorporated by reference
in this proxy statement/prospectus, MCI WorldCom shareholders and Sprint
stockholders should consider carefully the matters described below in
determining whether to approve or adopt the merger agreement.

 .  Sprint FON common stockholders may receive WorldCom group common stock in
   the merger with an initial value less than $76. If the average trading price
   of MCI WorldCom common stock used to calculate the FON exchange ratio is
   less than $41.4350, the FON exchange ratio will be fixed at 1.8342. If this
   occurs, and the price of MCI WorldCom common stock at the completion of the
   merger is less than $41.4350, the initial value of the WorldCom group common
   stock to be received by Sprint FON common stockholders will be less than
   $76.

 In addition, the price of MCI WorldCom common stock at the completion of the
 merger could be lower than the average trading price used to determine the FON
 exchange ratio. Therefore, even if the average trading price used to determine
 the FON exchange ratio is greater than $41.4350, Sprint FON common
 stockholders could also receive WorldCom group common stock with an initial
 value of less than $76.

 The price of MCI WorldCom common stock at the completion of the merger may
 vary from the respective prices on the date of this proxy
 statement/prospectus, the date of the special meetings and the date on which
 the FON exchange ratio is determined. These variances may be due to a number
 of factors, including:

  -- changes in the business, operations or prospects of MCI WorldCom or
     Sprint

  -- market assessments of the likelihood that the merger will be completed
     and the timing of the completion of the merger

  -- the effect of any conditions or restrictions imposed on or proposed with
     respect to the combined company by regulatory agencies due to the merger

  -- general market and economic conditions and other factors or

  -- the prospects of post-merger operations.

 In addition, the stock market has experienced significant price and volume
 fluctuations. These market fluctuations could have a material adverse effect
 on the market price of the MCI WorldCom common stock before the merger.

 .  The FON exchange ratio could be significantly different from what it would
   be if determined before the special meetings. Because the FON exchange ratio
   will not be determined until the third trading day before the completion of
   the merger, you must decide whether or not to approve or adopt the merger
   agreement before knowing the actual FON exchange ratio. Changes in the price
   of MCI WorldCom common stock between the date of this proxy
   statement/prospectus and the completion of the merger may cause the actual
   FON exchange ratio to differ significantly from the FON exchange ratio that
   would have existed if it had been calculated on or before the special
   meetings.

 .  The fixed PCS exchange ratio may result in Sprint PCS common stockholders
   receiving WorldCom group common stock in the merger that is worth less at
   the completion of the merger than on the date of this proxy
   statement/prospectus. Holders of Sprint PCS common stock will receive a
   fixed fraction of a share of WorldCom group common stock in the merger for
   each share of Sprint PCS common stock they hold. Any decrease in the price
   of MCI WorldCom common stock before the completion of the merger will
   directly reduce the value of the WorldCom group common stock to be received
   by Sprint PCS common stockholders in the merger. The price of MCI WorldCom
   common stock at the completion of the merger may be lower than the price on
   the date of this proxy statement/prospectus for a number of reasons
   discussed above in the first risk factor. Many of these reasons are beyond
   our control.

                                       26
<PAGE>

 .  The failure to successfully integrate MCI WorldCom and Sprint by managing
   the significant challenges of that integration may result in WorldCom not
   achieving the anticipated potential benefits of the merger. MCI WorldCom and
   Sprint will face significant challenges in consolidating functions,
   integrating their organizations, procedures, operations and product lines in
   a timely and efficient manner, and retaining key MCI WorldCom and Sprint
   personnel. The integration of MCI WorldCom and Sprint will be complex and
   time-consuming. The consolidation of operations will require substantial
   attention from management. The diversion of management attention and any
   difficulties encountered in the transition and integration process could
   have a material adverse effect on the revenues, level of expenses and
   operating results of WorldCom.

 .  The merger is subject to the receipt of consents and approvals from various
   government entities, which may jeopardize or delay completion of the merger
   or reduce the anticipated benefits of the merger. Completion of the merger
   is conditioned upon filings with, and the receipt of required consents,
   orders, approvals or clearances from various governmental agencies, both
   foreign and domestic, including the FTC, the Antitrust Division, European
   antitrust authorities, the Federal Communications Commission and state
   public utility or service commissions. These consents, orders, approvals and
   clearances may impose conditions on or require divestitures relating to the
   divisions, operations or assets of MCI WorldCom or Sprint. Such conditions
   or divestitures may jeopardize or delay completion of the merger or may
   reduce the anticipated benefits of the merger. The merger agreement provides
   that neither MCI WorldCom nor Sprint is required to agree to any such
   condition or divestiture that individually or in the aggregate would
   reasonably be expected to materially impair MCI WorldCom's or Sprint's
   ability to achieve the overall benefits expected to be realized from the
   completion of the merger.

 .  Holders of different classes of WorldCom capital stock may have competing
   interests resulting in one class benefiting over the other. After completion
   of the merger, potential conflicts of interest may arise between holders of
   WorldCom group common stock and holders of WorldCom PCS group common stock
   with respect to, among other things, the payment of dividends, formulation
   of policies affecting the two business groups, conversion of WorldCom PCS
   group common stock into WorldCom group common stock, asset dispositions and
   operational and financial decisions of the WorldCom board of directors. For
   a description of potential conflicts of interest between the holders of
   WorldCom group common stock and the holders of WorldCom PCS group common
   stock, see "Tracking Stock Matters". After the merger, each of the members
   of the WorldCom board of directors is expected to have a greater economic
   interest in the WorldCom group than in the WorldCom PCS group, and these
   disproportionate ownership interests could give rise to potential claims of
   conflicts of interests when directors address decisions having different
   implications for these different classes.

 .  Events at one business group could adversely affect the other group and the
   market price of its securities, because both WorldCom group common stock and
   WorldCom PCS group common stock will be stock of a single corporation. After
   the merger, the WorldCom group and the WorldCom PCS group will be part of
   one legal entity that is responsible for all of the liabilities for both
   groups. WorldCom group common stock will not represent a direct legal
   interest in the assets and liabilities of the WorldCom group, and WorldCom
   PCS group common stock will not represent a direct legal interest in the
   assets and liabilities of the WorldCom PCS group. Rather, both kinds of
   shares will be common stock of WorldCom. Holders of the WorldCom group
   common stock and holders of the WorldCom PCS group common stock will
   therefore be subject to the risks associated with an investment in WorldCom
   as a whole. For example, events that adversely affect the results or
   financial condition of the WorldCom PCS group could have a material adverse
   effect on the market price of WorldCom group common stock.

 . The market price of WorldCom group common stock and WorldCom PCS group common
  stock may not accurately reflect the performance of these groups. There can
  be no assurance that WorldCom group common stock or WorldCom PCS group common
  stock will accurately "track" the performance of a particular business group.
  As a result, there is a risk that the market may assign values to WorldCom
  group common stock or WorldCom PCS group common stock that are not based on
  the reported financial performance of that business group.

                                       27
<PAGE>

 . The WorldCom PCS group will likely continue to experience operating losses
  and negative cash flow from operations. MCI WorldCom expects that, after the
  merger, the WorldCom PCS group will continue to build its network and expand
  its customer base, causing it to continue to incur significant operating
  losses and to generate significant negative cash flow from operating
  activities for the next 9 to 18 months, which could adversely affect the
  results and financial condition of WorldCom as a whole. There can be no
  assurance that the WorldCom PCS group will achieve or sustain operating
  profitability or positive cash flow from operating activities in the future.

 . The WorldCom PCS group's continuing need for significant capital could
  adversely affect the earnings and cash flow for the WorldCom PCS group. The
  operation and expansion of the WorldCom PCS group's network and marketing and
  distribution efforts will continue to require substantial capital.
  Substantial additional capital may be required for, among other things:

  -- unforeseen delays or costs, engineering design changes and technological
     and other risks relating to continued buildout of the PCS network

  -- regulatory changes relating to the requirements for network buildout

  -- PCS licenses or system acquisitions and

  -- system development and acquisition or buildout of additional network
     capacity required by call volumes in markets already served.

 . Future sales of substantial amounts of WorldCom capital stock could adversely
  affect the market prices of WorldCom capital stock. After the merger, sales
  of substantial amounts of WorldCom group common stock or WorldCom PCS group
  common stock in the public market by significant shareholders, or the public
  perception that these sales might occur, could adversely affect the market
  prices of these shares and WorldCom's ability to raise capital through public
  offerings or other sales of its capital stock. After the merger, the holders
  of shares of WorldCom series 2 common stock and WorldCom series 2 PCS common
  stock, which we refer to as the "cable holders", will be able to sell these
  shares freely. In addition, France Telecom and Deutsche Telekom will be
  permitted, at any time following the merger, to sell their shares of WorldCom
  PCS group common stock and, after the earlier of 45 days following the
  completion of the merger and January 31, 2001, to sell their shares of
  WorldCom common stock. France Telecom and Deutsche Telekom are required to
  advise WorldCom in advance regarding any significant sales of WorldCom
  capital stock before December 31, 2001.

  Based on the number of outstanding shares of Sprint capital stock, MCI
  WorldCom capital stock, the MCI WorldCom common stock price and an assumed
  FON exchange ratio of  . , in each case as of the Sprint record date, these
  investors, based on their current holdings, will own shares representing
  approximately  . % of WorldCom group common stock and approximately  . % of
  WorldCom PCS group common stock. Each of these investors will have
  registration rights, subject to various conditions, that will permit them to
  require WorldCom to register for sale any or all of their shares of WorldCom
  capital stock at any time, subject to various exceptions, and to participate
  in public offerings of their shares. These registration rights are assignable
  by these investors to third parties at any time.

  France Telecom and Deutsche Telekom have publicly disclosed that they do not
  intend to remain long-term investors in Sprint or WorldCom. Tele-
  Communications, Inc., one of the cable holders, transferred its shares of
  Sprint series 2 PCS common stock to a trust in connection with its merger
  with AT&T. Under a settlement agreement with the Department of Justice, the
  trust is required to divest all of its shares of Sprint series 2 PCS common
  stock on or before May 2004, and must divest approximately half of its shares
  by May 2002. There is no limit on the number of shares that may be sold by
  the trust in any given period. This trust arrangement, together with (1) the
  transferability after the merger of the shares of WorldCom capital stock held
  by the cable holders, France Telecom and Deutsche Telekom, (2) the
  significant registration rights of these investors and (3) the public
  disclosure by France Telecom and Deutsche Telekom described above, increase
  the likelihood that sales of substantial amounts of WorldCom group common
  stock and WorldCom PCS group common stock into the public market will occur
  or be perceived as likely to occur.

                                       28
<PAGE>


 .  Tracking stock policies generally may be changed by WorldCom without
   shareholder approval and any such changes may affect adversely the rights of
   holders of one or more classes of WorldCom capital stock. The tracking stock
   policies described in this proxy statement/prospectus will govern the
   relationship between the WorldCom group and the WorldCom PCS group and other
   "tracking stock" matters. Provisions of the tracking stock policies relating
   to tax matters and provisions regarding the allocation of debt expense may
   not be modified, suspended or rescinded, nor may additions or exceptions be
   made to these provisions, before December 31, 2001. The remaining policies
   may be modified, suspended or rescinded, or additions or exceptions made to
   them, at any time in the sole discretion of the WorldCom board of directors
   without approval of the shareholders, although there is no present intention
   to do so. The WorldCom board of directors may also adopt additional policies
   depending upon the circumstances. Any determination of the WorldCom board of
   directors to modify, suspend or rescind these policies, or to make
   exceptions or adopt additional policies, including any decision that would
   have different effects on holders of WorldCom group common stock and the
   WorldCom PCS group common stock, would be made by the WorldCom board of
   directors in a manner consistent with its fiduciary duties to WorldCom and
   all of its common shareholders after giving fair consideration to the
   potentially divergent interests and all other relevant interests of the
   holders of the separate classes of common stock of WorldCom, including the
   holders of WorldCom group common stock and the holders of WorldCom PCS group
   common stock. See "Tracking Stock Matters--The Tracking Stock Policies and
   the Capital Stock Committee".

 . It is possible that the merger will be taxable to holders of Sprint fifth
  series preferred stock. The U.S. federal income tax consequences applicable
  to a holder of Sprint fifth series preferred stock will depend on whether the
  WorldCom series 5 preferred stock received in the merger by holders of such
  Sprint preferred stock is classified as stock for U.S. federal income tax
  purposes. Because of the short period of time between the completion date of
  the merger and the mandatory redemption date of the WorldCom series 5
  preferred stock, MCI WorldCom's counsel cannot render an opinion as to the
  proper U.S. federal income tax classification of the WorldCom series 5
  preferred stock. If the WorldCom series 5 preferred stock is not classified
  as stock for U.S. federal income tax purposes, the merger will be taxable to
  holders of Sprint fifth series preferred stock.

 .  This proxy statement/prospectus contains forward-looking statements which
   may differ materially from future results of MCI WorldCom and/or Sprint. The
   forward-looking statements concerning MCI WorldCom and Sprint within the
   meaning of the Private Securities Litigation Reform Act of 1995 relate to:

  -- their financial condition

  -- their results of operations

  -- their business plans

  -- their business strategies, operating efficiencies or synergies,
     competitive positions, growth opportunities for existing services and
     products

  -- the plans and objectives of their management

  -- markets for stock of MCI WorldCom and Sprint

  -- the financial and regulatory environment in which they operate

  -- MCI WorldCom's estimated costs to complete or possible future revenues
     from in-process research and development programs

  -- the likelihood of completion of those programs and

  -- other matters.

 Statements in this proxy statement/prospectus that are not historical facts
 are hereby identified as "forward-looking statements" for the purpose of the
 safe harbor provided by section 21E of the Exchange

                                       29
<PAGE>

 Act and section 27A of the Securities Act. Such forward-looking statements,
 including those relating to the future business prospects, revenues and
 income, in each case relating to MCI WorldCom and Sprint, wherever they occur
 in this proxy statement/prospectus, are necessarily estimates reflecting the
 best judgment of the senior management of MCI WorldCom and Sprint and involve
 a number of risks and uncertainties that could cause actual results to differ
 materially from those suggested by the forward-looking statements. Such
 forward-looking statements should, therefore, be considered in light of
 various important factors, including those set forth in this proxy
 statement/prospectus.

 Important factors that could cause actual results to differ materially from
 estimates or projections contained in the forward-looking statements include:

  -- the ability to integrate the operations of MCI WorldCom and Sprint,
     including their respective products and services

  -- the effects of vigorous competition in the markets in which MCI WorldCom
     and Sprint operate

  -- the impact of technological change on MCI WorldCom's and Sprint's
     businesses, new entrants and alternative technologies in their
     respective businesses and their dependence on the availability of
     transmission facilities

  -- uncertainties associated with the success of other acquisitions of MCI
     WorldCom and the integration of these other acquisitions

  -- risks of international business

  -- regulatory risks, including the impact of the Telecommunications Act of
     1996

  -- contingent liabilities

  -- the impact of competitive services and pricing in both MCI WorldCom's
     and Sprint's markets

  -- risks associated with debt service requirements and interest rate
     fluctuation

  -- MCI WorldCom's degree of financial leverage and

  -- other risks referenced from time to time in MCI WorldCom's and Sprint's
     filings with the Securities and Exchange Commission.

 Words such as "estimate", "project", "plan", "intend", "expect", "believe"
 and similar expressions are intended to identify forward-looking statements.
 These forward-looking statements are found at various places throughout this
 proxy statement/prospectus and the other documents incorporated herein by
 reference, including the Annual Report on Form 10-K for the year ended
 December 31, 1998 of each of MCI WorldCom and Sprint, including any
 amendments.

 You should not place undue reliance on these forward-looking statements,
 which speak only as of the date of this proxy statement/prospectus.


                                      30
<PAGE>

                        THE MCI WORLDCOM SPECIAL MEETING

   We are furnishing this proxy statement/prospectus to shareholders of MCI
WorldCom as part of the solicitation of proxies by the MCI WorldCom board of
directors for use at the MCI WorldCom special meeting.

Date, Time and Place

   We will hold the MCI WorldCom special meeting on Friday, April 28, 2000, at
10:00 a.m., local time, at 500 Clinton Center Drive, Clinton, Mississippi.

Purpose of MCI WorldCom Special Meeting

   At the MCI WorldCom special meeting, we are asking holders of MCI WorldCom
common stock and MCI WorldCom series B preferred stock to approve the merger
agreement. See "The Merger" and "The Merger Agreement".

   The vote to approve the merger agreement will also constitute approval of
the issuance of shares of WorldCom capital stock in the merger and amendment of
the MCI WorldCom articles of incorporation. The amended WorldCom articles of
incorporation which reflect that amendment are attached as Annex 2 to this
proxy statement/prospectus.

   The MCI WorldCom board of directors has adopted the merger agreement, and
has determined that the merger and the merger agreement are advisable, fair to
and in the best interests of MCI WorldCom and its shareholders. The MCI
WorldCom board of directors recommends that MCI WorldCom shareholders vote FOR
the approval of the merger agreement.

MCI WorldCom Record Date; Stock Entitled to Vote; Quorum

   Only holders of record of MCI WorldCom common stock and MCI WorldCom series
B preferred stock at the close of business on March 6, 2000, the MCI WorldCom
record date, are entitled to notice of and to vote at the MCI WorldCom special
meeting. On the MCI WorldCom record date, approximately  .  shares of MCI
WorldCom common stock and approximately  .  shares of MCI WorldCom series B
preferred stock were issued and outstanding and held by approximately  .
holders of record and  .  holders of record, respectively.

   A quorum will be present at the MCI WorldCom special meeting if the holders
of shares representing a majority of the votes entitled to be cast on the
matter on the MCI WorldCom record date are represented in person or by proxy.
If a quorum is not present at the MCI WorldCom special meeting, we expect that
the meeting will be adjourned or postponed to solicit additional proxies.

   Holders of record of MCI WorldCom common stock and MCI WorldCom series B
preferred stock on the MCI WorldCom record date are entitled to one vote per
share at the MCI WorldCom special meeting on the proposal to approve the merger
agreement.

Votes Required

   The approval of the merger agreement requires the affirmative vote of
holders of shares of MCI WorldCom common stock and MCI WorldCom series B
preferred stock, voting together as a single voting group, representing a
majority of all votes entitled to be cast at the MCI WorldCom special meeting.
If an MCI WorldCom shareholder abstains from voting or does not vote (either in
person or by proxy), it will count as a vote against the approval of the merger
agreement.

Voting by MCI WorldCom Directors and Executive Officers

   At the close of business on the MCI WorldCom record date, directors and
executive officers of MCI WorldCom and their affiliates owned and were entitled
to vote approximately  .  shares of MCI WorldCom common stock, which
represented approximately  . % of the shares of MCI WorldCom common stock

                                       31
<PAGE>

outstanding on that date. At the close of business on the MCI WorldCom record
date, directors and executive officers of MCI WorldCom and their affiliates did
not own and were not entitled to vote any shares of MCI WorldCom series B
preferred stock. Each MCI WorldCom director and executive officer has indicated
his or her present intention to vote, or cause to be voted, the shares of MCI
WorldCom common stock owned by him or her for the approval of the merger
agreement.

Voting of Proxies

   All shares represented by properly executed proxies received in time for the
MCI WorldCom special meeting will be voted at the MCI WorldCom special meeting
in the manner specified by the holders of those proxies. Properly executed
proxies that do not contain voting instructions will be voted for the approval
of the merger agreement.

   If you are a record holder of shares of MCI WorldCom common stock or MCI
WorldCom series B preferred stock, in order for your shares to be included in
the vote, you must vote your shares by one of the following means:

  . in person

  . by proxy by completing, signing and dating the enclosed proxy and
    returning it in the enclosed postage-paid envelope or

  . by telephone or via the Internet by following the instructions printed on
    the enclosed proxy.

   Shares of MCI WorldCom common stock and MCI WorldCom series B preferred
stock represented at the MCI WorldCom special meeting but not voting, including
shares of MCI WorldCom common stock and MCI WorldCom series B preferred stock
for which proxies have been received but for which holders of shares have
abstained, will be treated as present at the MCI WorldCom special meeting for
purposes of determining the presence or absence of a quorum for the transaction
of all business.

   Only shares affirmatively voted for the approval of the merger agreement,
including properly executed proxies that do not contain voting instructions,
will be counted as votes in favor of the approval of the merger agreement.
Brokers who hold shares of MCI WorldCom common stock or shares of MCI WorldCom
series B preferred stock in street name for customers who are the beneficial
owners of those shares may not give a proxy to vote those shares without
specific instructions from those customers. These non-voted shares are referred
to as "broker non-votes" and will be equivalent to a vote against the approval
of the merger agreement.

   The persons named as proxies by an MCI WorldCom shareholder may propose and
vote for one or more adjournments of the MCI WorldCom special meeting,
including adjournments to permit further solicitations of proxies. No proxy
voted against the proposal to approve the merger agreement will be voted in
favor of any such adjournment or postponement.

   MCI WorldCom does not expect that any matter other than the proposal to
approve the merger agreement will be brought before the MCI WorldCom special
meeting. If, however, the MCI WorldCom board of directors properly presents
other matters, the persons named as proxies will vote in accordance with their
judgment.

Revocability of Proxies

   The grant of a proxy on the enclosed proxy does not preclude an MCI WorldCom
shareholder from voting in person at the MCI WorldCom special meeting. An MCI
WorldCom shareholder may revoke a proxy at any time before the vote at the MCI
WorldCom special meeting by:

  . delivering to the Secretary of MCI WorldCom a duly executed revocation of
    proxy

  . submitting a duly executed proxy to MCI WorldCom bearing a later date

                                       32
<PAGE>

  . appearing at the MCI WorldCom special meeting and voting in person

  . calling the toll-free number on the enclosed proxy and changing your
    vote, even if you did not previously vote by telephone or

  . submitting a later vote via the Internet.

   Attendance at the MCI WorldCom special meeting will not in and of itself
revoke a proxy.

Solicitation of Proxies

   MCI WorldCom will bear the cost of the solicitation of proxies from its
shareholders. In addition to solicitation by mail, the directors, officers and
employees of MCI WorldCom and its subsidiaries may solicit proxies from MCI
WorldCom shareholders by telephone or other electronic means or in person.
Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation materials to the
beneficial owners of stock held of record by these persons, and MCI WorldCom
will reimburse them for their reasonable out-of-pocket expenses.

   MCI WorldCom will mail a copy of this proxy statement/prospectus to each
holder of record of MCI WorldCom common stock and MCI WorldCom series B
preferred stock on the MCI WorldCom record date.

   MacKenzie Partners, Inc. will assist in the solicitation of proxies by MCI
WorldCom. MCI WorldCom will pay MacKenzie Partners fees estimated at $10,000,
plus reimbursement of out-of-pocket expenses, and will indemnify MacKenzie
Partners against any losses arising out of its proxy soliciting services on
behalf of MCI WorldCom.

                                       33
<PAGE>

                           THE SPRINT SPECIAL MEETING

   We are furnishing this proxy statement/prospectus to stockholders of Sprint
as part of the solicitation of proxies by the Sprint board of directors for use
at the Sprint special meeting.

Date, Time and Place

   We will hold the Sprint special meeting on Friday, April 28, 2000, at 10:00
a.m., local time, at Sprint World Headquarters, 2330 Shawnee Mission Parkway,
Westwood, Kansas.

Purpose of Sprint Special Meeting

   At the Sprint special meeting, we are asking holders of record of Sprint
common stock and Sprint preferred stock entitled to vote to consider and vote
on the following three proposals:

  .  To adopt the merger agreement between MCI WorldCom and Sprint, which
     provides for the merger of Sprint with and into MCI WorldCom. The Sprint
     board of directors has approved the merger agreement and has determined
     that the merger and the merger agreement are advisable, fair to and in
     the best interests of Sprint and all of its stockholders. The Sprint
     board of directors recommends that Sprint stockholders vote FOR the
     adoption of the merger agreement.

  .  To approve the amendments to the Sprint articles of incorporation and
     Sprint bylaws, which are being amended in connection with changes to the
     investment in Sprint by France Telecom and Deutsche Telekom. The Sprint
     board of directors has approved the amendments to the Sprint articles of
     incorporation and Sprint bylaws. The Sprint board of directors
     recommends that Sprint stockholders vote FOR the approval of the
     amendments to the Sprint articles of incorporation and Sprint bylaws.

  .  To approve the amendments to the Sprint employees stock purchase plan,
     which is being amended to increase the number of shares of Sprint PCS
     common stock authorized to be issued under the plan and to change the
     date on which options are granted under the plan. The Sprint board of
     directors has approved the amendments to the Sprint employees stock
     purchase plan. The Sprint board of directors recommends that Sprint
     stockholders vote FOR the approval of the amendments to the Sprint
     employees stock purchase plan.

Sprint Record Date; Stock Entitled to Vote; Quorum

   Only holders of record of Sprint capital stock entitled to vote at the close
of business on March 6, 2000, the Sprint record date, are entitled to notice of
and to vote at the Sprint special meeting and any adjournments or postponements
of the Sprint special meeting. On the Sprint record date, there were
approximately  .  holders of record of Sprint common stock and  .  holders of
record of Sprint preferred stock, not including record holders of Sprint first
series preferred stock and Sprint second series preferred stock.

   A quorum will be present at the Sprint special meeting if shares
representing a majority of the votes entitled to be cast on the matter are
represented in person or by proxy. If a quorum is not present at the Sprint
special meeting, we expect that the Sprint special meeting will be adjourned or
postponed to solicit additional proxies.

                                       34
<PAGE>

   The following table sets forth, as of the Sprint record date, the share
ownership, vote per share and the percentage of voting power of the holders of
Sprint capital stock entitled to vote at the Sprint special meeting:

<TABLE>
<CAPTION>
                                                              Percentage of
           Series/Class of           Number of      Votes Per Sprint Voting
           Sprint Stock(1)       Shares Outstanding   Share     Power(2)
           ---------------       ------------------ --------- -------------
      <S>                        <C>                <C>       <C>
      Series 1 FON                       .              1          .  %
      Series 3 FON                       .              1          .  %

      Series 1 PCS                       .              .          .  %
      Series 2 PCS                       .              .          .  %
      Series 3 PCS                       .              .          .  %

      FT/DT class A                      .              .          .  %

      Fifth series preferred             .              1          .  %
      Seventh series preferred
        Series 1 PCS underlying          .              .          .  %
        Series 2 PCS underlying          .              .          .  %
                                       -----                     ------
                                         .                         .  %
                                       =====                     ======
</TABLE>
- --------
(1)  The Sprint first series preferred stock and Sprint second series
     preferred stock will be redeemed before the Sprint special meeting.
(2)  Percentages may not total due to rounding.

Votes Required

   The adoption of the merger agreement requires the affirmative vote of
holders of shares representing a majority of the total voting power of Sprint
common stock and Sprint preferred stock entitled to vote at the Sprint special
meeting, voting together as a single voting group. If a Sprint stockholder
abstains from voting or does not vote (either in person or by proxy), it will
count as a vote against the adoption of the merger agreement.

   The approval of the amendments to the Sprint articles of incorporation and
Sprint bylaws requires the affirmative vote of (1) holders of shares
representing a majority of the total voting power of Sprint common stock and
Sprint preferred stock entitled to vote at the Sprint special meeting and (2)
holders of shares of Sprint class A common stock, Sprint class A common
stock--series DT, Sprint series 3 FON common stock and Sprint series 3 PCS
common stock representing two-thirds of the total voting power of such stock
entitled to vote at the Sprint special meeting, voting as a single class. If a
Sprint stockholder abstains from voting or does not vote (either in person or
by proxy), it will count as a vote against the proposed amendments to the
Sprint articles of incorporation and Sprint bylaws.

   The approval of the amendments to the Sprint employees stock purchase plan
requires the affirmative vote of the holders of shares representing a majority
of the total voting power of Sprint common stock and Sprint preferred stock
present and entitled to vote at the Sprint special meeting, voting together as
a single voting group.

Agreement to Vote Shares Held By France Telecom and Deutsche Telekom and Proxy

   In the Sprint master transfer agreement, France Telecom and Deutsche
Telekom have agreed to vote their shares at the Sprint special meeting:

     1. for the adoption of the merger agreement

     2. for approval of the proposed amendments to the Sprint articles of
        incorporation and Sprint bylaws

     3. for approval of any other matter that has been recommended by the Sprint
        board of directors (other than a disposition of assets or businesses)
        and that is necessary to implement the matters set forth in paragraphs 1
        and 2 above

                                      35
<PAGE>

     4. for approval of the proposed amendments to the Sprint employees stock
        purchase plan and

     5. against approval or adoption of any proposal made in opposition to or in
        competition with the merger that has not been approved or recommended by
        the Sprint board of directors.

   The obligations of France Telecom and Deutsche Telekom to vote their shares
as described in paragraphs 1, 3 (as it relates to paragraph 1) and 5 above will
terminate:

  .  if the merger agreement is amended or modified in such a manner that (1)
     reduces the amount or changes the nature of the consideration received
     by France Telecom and Deutsche Telekom in the merger, (2) conflicts with
     the rights of France Telecom and Deutsche Telekom under the Sprint
     master transfer agreement, (3) otherwise materially and adversely
     affects France Telecom or Deutsche Telekom or (4) treats France Telecom
     or Deutsche Telekom in a manner different from other Sprint stockholders
     which is adverse to them

  .  if the merger agreement terminates or

  .  upon the later of (1) December 31, 2000 and (2) the earlier of (a)
     December 31, 2001 and (b) the time that the Sprint stockholders have
     voted upon the merger agreement, whether or not the merger agreement is
     adopted.

   The obligation of France Telecom and Deutsche Telekom to vote their shares
as described in paragraph 4 above will terminate immediately after the Sprint
stockholders have voted on the amendments to the Sprint employees stock
purchase plan.

   France Telecom and Deutsche Telekom also granted a proxy to four executive
officers of Sprint with substantially the same terms as described above. The
proxy will terminate on April 30, 2001, unless terminated earlier as described
above.

Voting by Sprint Directors and Executive Officers

   At the close of business on the Sprint record date, directors and executive
officers of Sprint and their affiliates (other than France Telecom and Deutsche
Telekom or their designees) owned and were entitled to vote:

  .   .  shares of Sprint FON common stock, which represented approximately
      . % of the total voting power of Sprint capital stock entitled to vote
     on that date and

  .   .  shares of Sprint PCS common stock, which represented approximately
      . % of the total voting power of Sprint capital stock entitled to vote
     on that date.

   On the Sprint record date, directors and executive officers of Sprint and
their affiliates (other than France Telecom and Deutsche Telekom or their
designees) did not own and were not entitled to vote any shares of Sprint
preferred stock. On the Sprint record date, France Telecom and Deutsche
Telekom, each of which may be deemed to be an affiliate of Sprint, owned and
were entitled to vote all of the shares of Sprint FT/DT class A stock, Sprint
series 3 FON common stock and Sprint series 3 PCS common stock indicated in the
above table, which represented approximately 20% of the total voting power of
Sprint capital stock entitled to vote on that date. Each Sprint director and
executive officer (other than the Sprint directors who are designees of France
Telecom and/or Deutsche Telekom) has indicated his or her present intention to
vote, or cause to be voted, and France Telecom and Deutsche Telekom have agreed
to vote, the Sprint common stock owned by him or her or them for the adoption
of the merger agreement and for approval of the other matters being proposed at
the Sprint special meeting.

Voting of Proxies

   All shares represented by properly executed proxies received in time for the
Sprint special meeting will be voted at the Sprint special meeting in the
manner specified by the holders of those proxies. Properly executed proxies
that do not contain voting instructions will be voted for the adoption of the
merger agreement, approval of the proposed amendments to the Sprint articles of
incorporation and Sprint bylaws and approval of amendments to the Sprint
employees stock purchase plan.


                                       36
<PAGE>

   If you are a record holder of shares of Sprint series 1 FON common stock,
Sprint series 3 FON common stock, Sprint series 1 PCS common stock, Sprint
series 2 PCS common stock, Sprint series 3 PCS common stock, Sprint FT/DT class
A stock, Sprint fifth series preferred stock or Sprint seventh series preferred
stock, in order for your shares to be included in the vote, you must vote your
shares by one of the following means:

  . in person

  . by proxy by completing, signing and dating the enclosed proxy and
    returning it in the enclosed postage-paid envelope or

  . by telephone or via the Internet by following the instructions printed on
    the enclosed proxy.

   Shares of Sprint common stock or Sprint preferred stock represented at the
Sprint special meeting but not voting, including shares of Sprint common stock
or Sprint preferred stock for which proxies have been received but for which
holders of shares have abstained, will be treated as present at the Sprint
special meeting for purposes of determining the presence or absence of a quorum
for the transaction of all business.

   Only shares affirmatively voted for the adoption of the merger agreement,
for the approval of the proposed amendments to the Sprint articles of
incorporation and Sprint bylaws and for the approval of amendments to the
Sprint employees stock purchase plan, including properly executed proxies that
do not contain voting instructions, will be counted as votes in favor of the
adoption of the merger agreement, for the approval of the proposed amendments
to the Sprint articles of incorporation and Sprint bylaws and for the approval
of amendments to the Sprint employees stock purchase plan. Brokers who hold
shares of Sprint common stock or Sprint preferred stock in street name for
customers who are the beneficial owners of those shares may not give a proxy to
vote those shares on non-routine matters without specific instructions from
those customers. These non-voted shares are referred to as "broker non-votes"
and have the same effect as votes against the adoption of the merger agreement
and against the approval of the proposed amendments to the Sprint articles of
incorporation and Sprint bylaws and have no effect on the outcome of the vote
on approval of amendments to the Sprint employees stock purchase plan.

   The persons named as proxies by a Sprint stockholder may propose and vote
for one or more adjournments of the Sprint special meeting, including
adjournments to permit further solicitations of proxies. No proxy voted against
the proposal to adopt the merger agreement will be voted in favor of any such
adjournment or postponement.

   Sprint does not expect that any matter other than the proposals to adopt the
merger agreement, to approve the proposed amendments to the Sprint articles of
incorporation and Sprint bylaws and to approve the amendments to the Sprint
employees stock purchase plan will be brought before the Sprint special
meeting. If, however, the Sprint board of directors properly presents other
matters, the persons named as proxies will vote in accordance with their
judgment.

Revocability of Proxies

   The grant of a proxy on the enclosed proxy does not preclude a Sprint
stockholder from voting in person at the Sprint special meeting. A Sprint
stockholder may revoke a proxy at any time before the vote at the Sprint
special meeting by:

  . delivering to the Secretary of Sprint a duly executed revocation of proxy

  . submitting a duly executed proxy to Sprint bearing a later date

  . appearing at the Sprint special meeting and voting in person

  . calling the toll-free number on the enclosed proxy card and changing your
    vote, even if you did not previously vote by telephone or

  . submitting a later vote via the Internet.

   Attendance at the Sprint special meeting will not in and of itself revoke a
proxy.

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<PAGE>

Solicitation of Proxies

   Sprint will bear the cost of the solicitation of proxies from its
stockholders. In addition to solicitation by mail, the directors, officers and
employees of Sprint and its subsidiaries may solicit proxies from Sprint
stockholders by telephone or other electronic means or in person. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of solicitation materials to the beneficial
owners of stock held of record by these persons, and Sprint will reimburse them
for their reasonable out-of-pocket expenses.

   Sprint will mail a copy of this proxy statement/prospectus to each holder of
record of Sprint common stock and Sprint preferred stock entitled to vote on
the Sprint record date.

   D.F. King & Co., Inc. will assist in the solicitation of proxies by Sprint.
Sprint will pay D.F. King a fee of $20,000, plus reimbursement of out-of-pocket
expenses, and will indemnify D.F. King against any losses arising out of its
proxy soliciting services on behalf of Sprint.

   Sprint stockholders should not send stock certificates with their proxies. A
transmittal form with instructions for the surrender of Sprint capital stock
certificates will be mailed to Sprint stockholders as soon as practicable after
completion of the merger.

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<PAGE>

                                 THE COMPANIES

MCI WorldCom

   MCI WorldCom is one of the largest telecommunications companies in the
United States, serving local, long distance and Internet customers domestically
and internationally. Organized in 1983, MCI WorldCom provides
telecommunications services to businesses, governments, telecommunications
companies and consumer customers through its networks of primarily fiber optic
cables, digital microwave and fixed and transportable satellite earth stations.
Prior to September 15, 1998, MCI WorldCom was named WorldCom, Inc.

   MCI WorldCom is one of the first major telecommunications companies with the
capability to provide consumers and businesses with high quality local, long
distance, Internet, data and international communications services over its
global networks. With service to points throughout the nation and the world,
MCI WorldCom provides telecommunications products and services that include:

  . switched and dedicated long              . advanced billing systems
    distance and local products


                                             . enhanced fax and data
  . dedicated and dial-up Internet             connections
    access


                                             . high speed data communications

  . wireless services

                                             . facilities management

  . 800 services

                                             . local access to long distance
  . calling cards                              companies


  . private lines                            . local access to asynchronous
                                               transfer mode-based backbone
                                               service

  . broadband data services


  . debit cards                              . web server hosting and
                                               integration services


  . conference calling
                                             . dial-up networking services and


  . messaging and mobility services
                                             . interconnection via network
                                               access points to Internet
                                               service providers.


   MCI WorldCom's core business is communications services, which include
voice, data, Internet and international services. During each of the last three
years, more than 90% of MCI WorldCom's operating revenues were derived from
communications services. MCI WorldCom is a holding company for its
subsidiaries' operations.

   MCI WorldCom's principal executive offices are located at 500 Clinton Center
Drive, Clinton, Mississippi 39056, and its telephone number is (601) 460-5600.
Additional information regarding MCI WorldCom is contained in MCI WorldCom's
filings with the Securities and Exchange Commission. See "Where You Can Find
More Information" beginning on page 205.

Sprint

   Sprint is a diversified telecommunications company, providing long distance,
local and wireless communications services. Sprint's business is organized in
two groups: the Sprint PCS group and the Sprint FON group.

 The Sprint PCS Group

   The Sprint PCS group markets its wireless PCS telephony products and
services under the Sprint(R) and Sprint PCS(R) brand names. The Sprint PCS
group operates the only 100% digital PCS wireless network in the United States
with licenses to provide service nationwide utilizing a single frequency band
and a single technology. The Sprint PCS group owns licenses to provide service
to the entire United States population, including Puerto Rico and the U.S.
Virgin Islands. As of December 31, 1999, the Sprint PCS group, together

                                       39
<PAGE>

with its affiliates, operated PCS systems in more than 280 metropolitan markets
within the United States, including all of the 50 largest metropolitan areas.
The services offered by the Sprint PCS group and its affiliates reach areas
with a total population of approximately 190 million.

 The Sprint FON Group

   The Sprint FON group consists of all of Sprint's businesses and assets not
included in the Sprint PCS group.

   Sprint's long distance division is the nation's third-largest provider of
long distance telephone services. In this division, Sprint operates a
nationwide, all-digital long distance telecommunications network that uses
fiber optic and electronic technology. This division primarily provides
domestic and international voice, video and data communications services.

   Sprint's local telecommunications division consists primarily of regulated
local telephone companies serving approximately 8 million access lines in 18
states. This division provides local services and access for telephone
customers and other carriers to Sprint's local telephone facilities and sells
telecommunications equipment and long distance services within specified
geographical areas.

   Sprint's product distribution and directory publishing businesses consist of
wholesale distribution of telecommunications equipment and publishing and
marketing white and yellow page telephone directories.

   Sprint is developing and deploying new integrated communications services,
referred to as Sprint ION SM, Integrated On-Demand Network. Sprint ION extends
Sprint's existing advanced network capabilities to the customer and enables
Sprint to provide the network infrastructure to meet customers' demands for
data, Internet and video communications services. It is also expected to be the
foundation for Sprint to provide new competitive local services.

   Other activities of the Sprint FON group include Sprint's investments in
EarthLink Network, Inc., an Internet service provider, Call-Net, a long
distance provider in Canada, and other telecommunications investments and
ventures.

Recent Results

 MCI WorldCom

   The following information reflects selected information for MCI WorldCom's
quarter and year ended December 31, 1999.

   For the fourth quarter of 1999, MCI WorldCom's net income was $1.3 billion,
or $0.44 per common share. On a full year basis, net income was $3.9 billion,
or $1.35 per common share.

   Revenues for the fourth quarter of 1999 were $9.6 billion, and for all of
1999, total revenues were $37.1 billion. MCI WorldCom now receives 40 percent
of communications services revenues and more than 80 percent of its incremental
communications services revenues from high growth areas such as data, Internet
and international revenues.

   Operating income for the fourth quarter of 1999 was $2.4 billion compared
with $1.2 billion for the fourth quarter of 1998. Improving revenue mix
combined with one of the best cost structures in the industry has driven the
operating income, as a percent of revenues, up 11 percentage points to 25
percent. For all of 1999, operating income was $7.9 billion, or 21.3 percent of
revenues.

                                       40
<PAGE>

 Sprint

   The following information reflects selected results for the quarter and year
ended December 31, 1999 for the Sprint FON group, the Sprint PCS group and
Sprint as a whole.

   For the fourth quarter of 1999, the Sprint FON group's revenues increased 8
percent to $4.41 billion from $4.08 billion in the fourth quarter of 1998. For
1999, revenues grew 8 percent to $17.02 billion from $15.76 billion in 1998.
Net income was $416 million in the fourth quarter of 1999, an increase of 3
percent from $404 million in the fourth quarter of 1998. Net income for 1999
rose 2 percent to $1.57 billion from $1.54 billion for 1998.

   The Sprint FON group's long-distance division reported an increase in
quarterly revenues of over 7 percent to $2.71 billion from $2.52 billion in the
fourth quarter of 1998. For 1999, revenues increased 9 percent to $10.57
billion from $9.66 billion in 1998. Operating income was $431 million for the
fourth quarter of 1999, a 13 percent improvement from $382 million in the
fourth quarter of 1998. Operating income for 1999 increased 20 percent to $1.63
billion from $1.37 billion for 1998. Calling volumes rose 20 percent for the
fourth quarter of 1999 and 22 percent for the year compared to the same periods
in 1998.

   The Sprint FON group's local telecommunications division reported an
increase in revenues in the fourth quarter of 1999 of 7 percent to $1.48
billion compared to $1.38 billion in the fourth quarter of 1998. For 1999,
revenues grew by 6 percent to $5.65 billion from $5.33 billion in 1998.
Operating income rose 18 percent in the fourth quarter of 1999 to $384 million
from $325 million in the fourth quarter of 1998. Operating income for 1999 was
$1.50 billion, up 8 percent from $1.38 billion in 1998. Access lines increased
4.9 percent from the fourth quarter of 1998.

   The Sprint FON group's product distribution and directory publishing
division reported an increase in revenues of 3 percent in the fourth quarter of
1999 to $422 million from $411 million in the fourth quarter of 1998. Annual
revenues were up 3 percent to $1.73 billion from $1.68 billion in 1998. Non-
affiliate revenues increased 15 percent in the fourth quarter of 1999 compared
to the fourth quarter of 1998 and 12 percent during 1999 compared to 1998.
Operating income increased 17 percent to $63 million in the fourth quarter of
1999 from $54 million in the fourth quarter of 1998. Annual operating income
was $242 million, an increase of 5 percent from $231 million for 1998.

   The Sprint PCS group's subscriber growth for the fourth quarter of 1999
represented a 24 percent increase over the fourth quarter of 1998. The Sprint
PCS group added 1.04 million new subscribers in the fourth quarter of 1999
compared to 836 thousand new subscribers for the fourth quarter of 1998. For
1999, the Sprint PCS group added 3.14 million subscribers to end the year with
a total of more than 5.7 million subscribers, a 121 percent increase from 1998.
Total net operating revenues were $996 million in the fourth quarter of 1999
compared to $437 million in the fourth quarter of 1998. Annual revenues were
$3.18 billion for the year compared to $1.23 billion in 1998. Average monthly
revenue per user remained steady at $54 for the fourth quarter of 1999 and the
twelve months ended December 31, 1999. Capital expenditures were $1.0 billion
for the fourth quarter of 1999 and $2.65 billion for all of 1999, reflecting
the continued expansion of the Sprint PCS group's nationwide wireless network.

   Consolidated net operating revenues for Sprint for 1999 increased 18 percent
to $19.93 billion from $16.88 billion in 1998. Revenues for the fourth quarter
of 1999 increased 19 percent to $5.32 billion from $4.47 billion in the fourth
quarter of 1998.

                                       41
<PAGE>

Material Contracts Between MCI WorldCom and Sprint

 Service Agreements

   MCI WorldCom and Sprint have entered into services agreements with each
other and with their affiliates in the ordinary course of their businesses. MCI
WorldCom and its subsidiaries have been engaged in transactions with Sprint and
its subsidiaries aggregating approximately $536 million in fiscal year 1999,
approximately $513 million in fiscal year 1998 and approximately $474 million
in fiscal year 1997.

 Interim Commercial Arrangements

   Memorandum of Understanding; Further Negotiations are Ongoing. On October 4,
1999, MCI WorldCom and Sprint entered into a memorandum of understanding that
sets forth material terms for three commercial agreements entered into between
them. These agreements are referred to as the "commercial agreements" and are
designed to:

  . enable Sprint to purchase MCI WorldCom's international communications
    products and services, in an agreement referred to as the "global
    services agreement"

  . provide for the purchase by the parties of local access and transport
    services from each other, in an agreement referred to as the "local
    telecommunications services agreement" and

  . allow MCI WorldCom to offer Sprint's PCS services, in an agreement
    referred to as the "PCS agreement".

   After MCI WorldCom and Sprint signed the merger agreement, they began
negotiations to agree on the terms of more detailed comprehensive agreements.
While it is expected that the terms of the comprehensive agreements will be
generally consistent with the terms described in the memorandum of
understanding, negotiations could result in material changes to those terms.
Until replaced by a comprehensive agreement, each of the commercial agreements
as described in the memorandum of understanding is binding upon the parties.

   Global Services Agreement. Under the global services agreement, MCI WorldCom
will provide to Sprint international and global telecommunications services
that are currently offered to others by MCI WorldCom to enable Sprint to resell
such services to its customers or utilize such services on its own behalf.

   The international and global products subject to the global service
agreement will include, among other things, voice products, data products, IP
products, systems solutions and international private lines. Sprint will resell
and repackage these MCI WorldCom products and services and will coordinate
directly with customers for the provision of these products and services.

   Sprint will determine which services to offer its customers. The
arrangements in the global services agreement are not exclusive and there are
no minimum volume commitments by Sprint. MCI WorldCom will not restrict the
terms, conditions or pricing under which Sprint will provide or resell the
service to its customers.

   The services will be provided to Sprint under MCI WorldCom's standard terms
and conditions, including its tariffs, unless otherwise agreed by Sprint and
MCI WorldCom. MCI WorldCom will provide Sprint with customer service and sales
support similar to the support that it provides itself and other resellers. All
service or product orders between MCI WorldCom and Sprint will be priced at
direct cost, which includes cost of capital and excludes any sales cost.

   The term of the global services agreement is three years. MCI WorldCom and
Sprint will cooperate in a transition of customers following the termination of
the agreement. The global services agreement will contain

                                       42
<PAGE>

standard default language as well as additional early termination provisions
linked to several events that result in the termination of the merger
agreement.

   No portion of the memorandum of understanding or the global services
agreement that would violate any existing obligation of Sprint will be
effective until the existing obligation of Sprint has been terminated. The
parties' obligations are contingent upon each party obtaining and maintaining
all required approvals, consents, licenses and other requirements necessary to
perform their obligations.

   Local Telecommunications Services Agreement. The local telecommunications
services agreement provides for the purchase by the parties of local access and
transport services. Local access and transport services are services offered by
local telecommunications carriers that enable a long distance carrier that is
carrying a telephone call to complete the call on the local carrier's network,
which is referred to as "terminating access", or that enable a long distance
carrier to accept onto its network calls that originate on the local carrier's
network, which is referred to as "originating access".

   Under the local telecommunications services agreement, Sprint purchases
terminating access from MCI WorldCom in order to take advantage of MCI
WorldCom's more extensive local network and its agreements for terminating
access with various local carriers. The parties expect that the volume of
terminating Sprint telephone calls when combined with the volume of terminating
MCI WorldCom telephone calls will result in a lower price per telephone call
than either company could obtain separately. The parties may also agree that
Sprint will sell originating access to MCI WorldCom in the form of digital
subscriber line multiple access facilities, which will enable the companies to
combine their digital subscriber line volumes in a manner that leads to lower
costs than if each company had purchased the facilities separately. Entering
into agreements to provide given volumes of traffic to a carrier in order to
take advantage of a carrier's existing available telephone call carrying
capacity is a common practice in the telecommunications industry.

   The price for the services is similar to that for other carriers
transporting the same kind of traffic with similar volumes. The agreement is
not exclusive and contains no volume commitments. The term of the agreement is
36 months. However, the term for providing specific facilities for a given form
of access may have a different term depending on existing agreements with other
carriers, network needs and traffic volume forecasts. In addition, the local
telecommunications services agreement contains standard default and termination
provisions as well as additional early termination provisions linked to several
events that result in the termination of the merger agreement. The local
telecommunications services agreement provides that if it is terminated, the
parties have a reasonable time to make other arrangements for acquiring the
necessary access services from other carriers in order to minimize any
disruptions to customers.

   PCS Agreement. Under the PCS agreement, MCI WorldCom may offer WorldCom-
branded handsets and WorldCom-branded PCS service using the Sprint PCS network
in those parts of the United States agreed upon by the parties in the
definitive agreement.

   The WorldCom-branded PCS service will be the same as the Sprint PCS service
that the Sprint PCS group makes generally available to its consumer and
business end users. MCI WorldCom will pay all direct costs of rebranding the
Sprint PCS service to WorldCom-branded PCS service.

   The WorldCom PCS rate plans will be the same as the Sprint PCS group's rate
plans, including the Sprint PCS group's most favorable PCS rate plans,
generally available to its consumer and business end users in each Sprint PCS
market. MCI WorldCom may propose different rate plan offerings for sale under
the WorldCom PCS service brand, subject to Sprint's approval, which will not be
unreasonably withheld, taking into account all relevant factors.

   MCI WorldCom may bundle the WorldCom PCS service with any other WorldCom-
branded service or product and may provide promotional discounts, subject to
MCI WorldCom funding such discounts. MCI WorldCom will market the WorldCom-
branded PCS service at its expense.

                                       43
<PAGE>

   The term of the PCS agreement is 36 months. The PCS agreement will contain
standard default and termination provisions as well as additional early
termination provisions linked to several events that result in the termination
of the merger agreement. Upon termination of the PCS agreement, MCI WorldCom
may buy from Sprint the end user accounts produced by MCI WorldCom at fair
market value.

 Other Agreements

   As of the date of this proxy statement/prospectus, neither MCI WorldCom nor
Sprint is aware of any past, present or proposed material relationship between
MCI WorldCom or its directors, executive officers or affiliates, on the one
hand, and Sprint or its directors, executive officers or affiliates, on the
other hand, except as contemplated by the merger or as described above, since
the beginning of 1996.

                                       44
<PAGE>

                                   THE MERGER

   The following is a discussion of the merger and the material terms of the
merger agreement between MCI WorldCom and Sprint. You are urged to read
carefully the merger agreement in its entirety, a copy of which is attached as
Annex 1 and incorporated by reference to this proxy statement/prospectus.

Background to the Merger

   In pursuing their strategies for enhancing stockholder value, each of MCI
WorldCom and Sprint have regularly considered opportunities for acquisitions,
joint ventures and other strategic alliances.

   On a regular basis, Sprint's management team, together with King & Spalding,
Sprint's outside legal counsel, and Warburg Dillon Read, Sprint's financial
advisor, would analyze potential strategic transactions that might be available
to Sprint. The purpose of these efforts was to see if there were alternatives
that could offer superior long-term returns to Sprint stockholders over what
Sprint could achieve as a stand alone company. Sprint's management team and its
advisors evaluated potential strategic partners and analyzed possible
transaction structures, potential synergies, corporate governance matters and
other legal, regulatory and accounting issues. Potential strategic initiatives
were also discussed with the Sprint board of directors on a regular basis.

   At its June 13, 1999 meeting, the Sprint board of directors discussed
preliminarily pros and cons of potential business combinations with BellSouth
Corporation, Deutsche Telekom and MCI WorldCom. At the same meeting, management
discussed strategic challenges facing Sprint. With the encouragement of the
Sprint board of directors, management pursued preliminary discussions regarding
a possible strategic transaction with BellSouth, Deutsche Telekom and MCI
WorldCom.

   Over the following weeks, Sprint's management team continued to meet with
its legal and financial advisors to discuss various terms and possible
structures for possible strategic merger transactions with BellSouth, Deutsche
Telekom and MCI WorldCom, as well as a possible bilateral global alliance with
France Telecom.

   Also in the spring of 1999, the relationship between Deutsche Telekom and
France Telecom, Sprint's partners in the Global One international
telecommunications joint venture, deteriorated rapidly, primarily because of
Deutsche Telekom's attempt to acquire Telecom Italia. The relationship
problems, together with other difficulties relating to the Global One joint
venture, were important factors in it becoming clear that the parties would be
unable to resolve the Global One funding deadlock that Sprint declared on March
2, 1999. Sprint's management team determined that the misalignment among the
Global One partners called into question the viability of Global One's
ownership structure. Various approaches to resolving the issue were discussed,
and Sprint and France Telecom entered into negotiations concerning a possible
new global alliance.

   On July 1, 1999, and in follow up to prior conversations between the
companies, William T. Esrey, Sprint's Chairman and Chief Executive Officer, and
Ronald T. LeMay, Sprint's President, met with F. Duane Ackerman, BellSouth's
Chairman and Chief Executive Officer, and Ronald Dykes, BellSouth's Chief
Financial Officer. At the meeting, Messrs. Esrey and LeMay suggested potential
parameters for a business combination between Sprint and BellSouth.

   On July 5, 1999, Messrs. Esrey and Ackerman met again to further explore the
possibility of a merger transaction between Sprint and BellSouth. The two
chairmen discussed, among other things, economic, accounting and corporate
governance issues surrounding a potential transaction.

   On July 6, 1999, and in follow up to prior conversations between the
companies, Mr. Esrey met with Dr. Ron Sommer, Deutsche Telekom's Chairman, to
discuss the possibility of a business combination between Sprint and Deutsche
Telekom. Mr. Esrey and Dr. Sommer discussed potential transaction structures
and legal

                                       45
<PAGE>

and regulatory issues. Although Deutsche Telekom proposed the framework for a
possible transaction with Sprint, no definitive offer was made. While France
Telecom and Sprint continued discussions concerning the Global One joint
venture, significant business issues remained unresolved.

   In late spring of 1999, Sprint had several conversations with MCI WorldCom
about wireless and other matters, including the possibility of a business
combination between the parties. On July 15, 1999, John W. Sidgmore, the Vice
Chairman of the MCI WorldCom board of directors, informed Mr. LeMay that MCI
WorldCom was interested in discussing the possibility of a strategic merger
with Sprint.

   On July 26, 1999, Messrs. Esrey and LeMay met in Kansas City, Missouri with
Bernard J. Ebbers, MCI WorldCom's President and Chief Executive Officer, and
Mr. Sidgmore. At the meeting, the parties discussed the possibility of a
combination of the two companies, as well as the potential synergies and
strategic opportunities that would be available to a combined company.

   On August 3, 1999, Messrs. Esrey and Ebbers continued their preliminary
discussions regarding the possibility of a strategic merger between Sprint and
MCI WorldCom. The discussions focused primarily on issues such as transaction
structure and the relative ownership of the stockholders of MCI WorldCom and
Sprint in the combined company after a merger.

   On August 10, 1999, at a regular meeting of the Sprint board of directors in
New York City, Sprint's management team informed the Sprint board of directors
of its discussions with MCI WorldCom, BellSouth and Deutsche Telekom regarding
a potential merger transaction and with France Telecom regarding a new
strategic alliance. Dr. Sommer and Michel Bon, Chairman of France Telecom,
agreed to excuse themselves from this board meeting due to the potential for
conflicts of interest in light of the ongoing discussions between Sprint and
each of their companies. In briefing the Sprint board of directors, Mr. Esrey
noted the increasing consolidation within the telecommunications industry which
was creating economies of scale for Sprint's competitors, the increasing
requirements for Sprint to make strategic investments, particularly in the area
of local access, that could reduce Sprint's financial flexibility and the
misalignment of the Global One partners and indicated that management believed
that Sprint should explore all of its strategic alternatives.

  Mr. Esrey further indicated that maintaining Sprint as an independent company
might continue to be the best answer for Sprint's stockholders, but that
management felt that Sprint needed to understand its alternatives before it
could come to firm conclusions. Mr. Esrey described the discussions involving
potential merger transactions and the potential new strategic alliance with
France Telecom, and discussed the respective advantages and disadvantages of
each, focusing on matters such as strategic fit, synergies, growth potential,
quality of consideration, business conflicts or overlaps, culture and
leadership issues, regulatory issues and other factors. The Sprint board of
directors supported the pursuit of these initiatives to enhance stockholder
value and authorized the management team to continue to pursue a possible
strategic transaction.

   On August 23, 1999, Messrs. LeMay and Sidgmore continued discussions on a
number of important aspects of a possible merger of MCI WorldCom and Sprint,
including potential synergies and the revenue growth potential of Sprint. On
August 26, 1999, Messrs. LeMay and Sidgmore resumed talks regarding the
relative ownership of the stockholders of MCI WorldCom and Sprint in a combined
company.

   In a telephone conversation on September 2, 1999, Mr. Sidgmore discussed
with Mr. LeMay potential terms of a possible business combination between MCI
WorldCom and Sprint, including structure, relative ownership by shareholders
and various other terms. MCI WorldCom indicated that it was contemplating a
structure in which holders of Sprint FON common stock would receive shares of
MCI WorldCom common stock and in which MCI WorldCom would create a new class of
tracking stock for the Sprint PCS business that would be issued to the holders
of Sprint PCS common stock, together with additional shares of MCI WorldCom
common stock.

   On September 9, 1999, the MCI WorldCom board of directors discussed the
advantages of a potential business combination with Sprint and reviewed the
details of contacts between the two companies up to that

                                       46
<PAGE>

date. The MCI WorldCom board of directors authorized Messrs. Ebbers and
Sidgmore to continue discussions regarding a potential business combination
between MCI WorldCom and Sprint.

   In telephone conversations on September 11 and 14, 1999, Messrs. Esrey and
Ebbers discussed further the terms of a possible business combination between
MCI WorldCom and Sprint, including relative ownership by shareholders.

   Also on September 14, 1999, the Sprint board of directors held a telephonic
special meeting, the sole purpose of which was to appoint a special committee
to evaluate the potential strategic transactions with MCI WorldCom, BellSouth,
Deutsche Telekom and France Telecom. The special committee consisted of each
member of the Sprint board of directors, other than Dr. Sommer and Mr. Bon, who
were not appointed to the special committee because of potential conflicts of
interest arising from the ongoing strategic discussions between Sprint and each
of their companies and from the potential effect of any merger transaction or
strategic alliance on the Global One joint venture.

   On September 15, 1999, Mr. Esrey met with Mr. Ebbers and resumed discussions
concerning the terms of a possible business combination between MCI WorldCom
and Sprint, including corporate governance matters.

   On September 20, 1999, the Sprint special committee held a meeting in
Westwood, Kansas to analyze the potential strategic transactions that Sprint's
management team was pursuing. At the meeting, Sprint's management team reviewed
with the Sprint special committee the rationale for the proposed merger with
MCI WorldCom. Warburg Dillon Read discussed and reviewed the financial aspects
of the potential strategic transactions with BellSouth, MCI WorldCom and
Deutsche Telekom. King & Spalding and special Delaware counsel, Morris Nichols
Arsht & Tunnell, reviewed with the directors of the Sprint special committee
their fiduciary duties, and King & Spalding presented its analysis of
regulatory matters in the potential transactions. At the conclusion of the
meeting, the Sprint special committee indicated its strong support for the
proposed merger with MCI WorldCom and authorized Sprint's management team to
continue its discussions regarding a possible merger with MCI WorldCom and to
move forward on negotiating definitive agreements.

   Meetings between Sprint and MCI WorldCom and their respective legal and
financial advisors were held in Washington, D.C. on September 21 and 22, 1999,
to conduct reciprocal legal, business, accounting and financial due diligence.
On September 22, 1999, Sprint and MCI WorldCom entered into a reciprocal
confidentiality agreement with customary terms. On September 23 and 24, 1999,
representatives of MCI WorldCom, Sprint and their financial and legal advisors
discussed the structure of and other terms relating to a possible merger.

   On September 26, 1999, MCI WorldCom delivered the first draft of the merger
agreement to Sprint and its counsel. Additional meetings were held in New York
City on September 27, 28 and 29, 1999 to discuss open issues and to conduct
further legal, business, accounting and financial due diligence. During this
time, Sprint's management team and legal and financial advisors continued to
analyze the business, legal and regulatory issues in the potential merger of
Sprint and MCI WorldCom, including the financial impact of the transaction. In
addition, Sprint's management team and advisors met with MCI WorldCom's
management team and advisors to analyze in detail the potential synergies and
the near- and long-term value creation that would result from a merger of the
companies.

   From September 30 to October 4, 1999, representatives of Sprint, MCI
WorldCom and their advisors met in New York City to negotiate the terms of the
merger agreement and various other legal, financial and regulatory issues. In
addition, commercial arrangements to be entered into between MCI WorldCom and
Sprint in connection with the merger were discussed between representatives of
both parties.

   Before September 30, 1999, BellSouth did not provide Sprint with an offer to
pursue a potential business combination with Sprint. On September 30, 1999,
BellSouth delivered to Sprint senior management a written proposal regarding a
potential merger transaction between BellSouth and Sprint. BellSouth was
informed that

                                       47
<PAGE>

day that the proposed terms were inadequate. Early on the morning of October 2,
1999, BellSouth delivered another written proposal to Sprint senior management.
Sprint and BellSouth entered into a reciprocal confidentiality agreement that
same day, and numerous members of Sprint and BellSouth management, as well
as their respective legal and financial advisors, met in New York City in order
to conduct further legal, business, accounting and financial due diligence.
Also on that day, Sprint delivered to BellSouth and its counsel the first draft
of a proposed merger agreement between Sprint and BellSouth. On October 3,
1999, representatives of Sprint, BellSouth and their counsel met to negotiate
the terms of a proposed merger agreement.

   During the mornings of October 2 and October 3, 1999, members of Sprint's
management team and Warburg Dillon Read briefed Dr. Sommer and Mr. Bon on the
details of the proposed merger transactions with MCI WorldCom and BellSouth and
presented them with other information that had been received by the Sprint
special committee.

   On October 2, 1999, MCI WorldCom's financial advisor contacted Sprint's
financial advisor to inquire about news reports that Sprint had received a
competing proposal from a third party, which Sprint's financial advisor
confirmed.

   In the early afternoon of October 3, 1999, the Sprint special committee met
in New York City. Sprint's management team briefed the Sprint special committee
on the status of discussions with MCI WorldCom and BellSouth. Senior management
also discussed with the directors the objectives and strategic benefits, both
near- and long-term, of either a merger with MCI WorldCom or with BellSouth.
Following these discussions, the Sprint special committee meeting was suspended
in order to convene a meeting of the full Sprint board of directors.

   At the meeting of the full Sprint board of directors, Sprint's senior
management, together with its legal and financial advisors, discussed with the
directors the MCI WorldCom and BellSouth proposals, as well as the potential
Deutsche Telekom merger transaction. During the meeting, Sprint's General
Counsel, together with King & Spalding and Morris Nichols Arsht & Tunnell,
reviewed with the directors the terms and conditions of the proposed merger
agreements with MCI WorldCom and BellSouth, as well as remaining open issues,
and reviewed the directors' legal duties and responsibilities. Members of
Sprint's management team addressed the current competitive environment in the
telecommunications industry and the respective benefits and risks of a
strategic combination with either BellSouth or MCI WorldCom. Warburg Dillon
Read made a financial presentation regarding both the MCI WorldCom proposed
transaction and the BellSouth proposed transaction. After a short discussion
regarding the Global One joint venture and the interests of Deutsche Telekom
and France Telecom as Sprint stockholders in connection with proposed strategic
combinations, Mr. Esrey recessed the Sprint board meeting so that the Sprint
special committee could meet.

   In the late afternoon of October 3, 1999, the Sprint special committee
reconvened to continue its evaluation of the proposed transactions with MCI
WorldCom and BellSouth. The Sprint special committee analyzed and compared the
financial terms, synergies, corporate governance matters and strategic benefits
of each of the alternative transactions. The Sprint special committee
determined that the timing and momentum of the proposed MCI WorldCom and
BellSouth transactions were such that the issues surrounding the Global One
joint venture and Deutsche Telekom's and France Telecom's ownership interests
in Sprint should be resolved after the merger agreement was signed. The Sprint
special committee also addressed improving the financial terms and premiums for
the Sprint stockholders. The Sprint special committee discussed the appropriate
amount of time to give BellSouth an opportunity to make an improved offer.
Sprint's senior management and Warburg Dillon Read expressed a concern that MCI
WorldCom would rescind its offer if a significant delay occurred. Mr. Esrey
informed the Sprint special committee that he would continue to seek improved
financial terms from both MCI WorldCom and BellSouth. Following a full
discussion and comparative analysis of the BellSouth and MCI WorldCom proposed
transactions, the Sprint special committee, with the exception of Charles E.
Rice who was absent, unanimously voted to recommend the MCI WorldCom
transaction to the full Sprint board of directors, with the understanding that
Mr. Esrey would be seeking improved offers from each of BellSouth and MCI
WorldCom and that the Sprint special committee would reconsider if either
BellSouth or

                                       48
<PAGE>

MCI WorldCom made significant changes to their respective offers that warranted
revisiting the Sprint special committee's conclusion.

   In the early evening of October 3, 1999, Mr. Esrey reconvened the meeting of
the full Sprint board of directors and reported the Sprint special committee's
recommendation. The directors reviewed their reasons for recommending the MCI
WorldCom transaction, focusing primarily on the consideration being paid to
Sprint stockholders and the superior long-term shareholder value that would
result from the strategic benefits and synergies of a Sprint/MCI WorldCom
merger. Warburg Dillon Read reviewed the basis for its fairness opinion and
reviewed the financial data delivered to the Sprint board of directors earlier
that day. Following the discussion of the fairness of the MCI WorldCom
proposal, the capital stock committee of the Sprint board of directors held a
meeting and unanimously determined that the terms of the proposed MCI WorldCom
merger were fair to the holders of Sprint PCS common stock, taken as a separate
class, and the holders of Sprint FON common stock, taken as a separate class.
Next, the Sprint board of directors discussed the timing of a decision. The
Sprint board of directors voted, with one contrary vote and one abstention,
against delaying its decision by a week, as suggested by a director, but did
agree to delay taking action until the next day in order to be apprised of and
consider any improvements in either the BellSouth offer or the MCI WorldCom
offer.

   On October 4, 1999, Sprint's senior management and advisors continued
discussions with both MCI WorldCom and BellSouth, encouraged both parties to
improve the terms of their proposals and, as a result, both parties increased
their offers. In the late afternoon of October 4, 1999, the Sprint board of
directors reconvened in order to further evaluate and review both transactions.
The Sprint board of directors was briefed on the changes made to each of the
proposals and it received an additional financial presentation and the fairness
opinion from Warburg Dillon Read. Following the presentations and a discussion
regarding the strategic benefits of both proposed transactions and of the terms
and conditions of both merger agreements, the Sprint capital stock committee
held a meeting and unanimously determined that the terms of the proposed MCI
WorldCom merger were fair to the holders of Sprint PCS common stock, taken as a
separate class, and the holders of Sprint FON common stock, taken as a separate
class. The Sprint board of directors then resumed its meeting and the directors
discussed their reasons for concluding that the improved MCI WorldCom proposal
was superior to the improved BellSouth proposal, focusing primarily on the
consideration to be received by Sprint stockholders and the superior long-term
shareholder value that would result from the strategic benefits and synergies
of a Sprint/MCI WorldCom merger. Following this discussion, the Sprint board of
directors, with two directors, Dr. Sommer and Mr. Bon, abstaining and one
director, Mr. Rice, absent, approved and adopted the MCI WorldCom merger
agreement and recommended that the Sprint stockholders adopt the merger
agreement.

   On October 4, 1999, the MCI WorldCom board of directors held a meeting
attended by members of MCI WorldCom's senior management and representatives of
Salomon Smith Barney and Cravath, Swaine & Moore. Prior to the meeting,
Cravath, Swaine & Moore provided each member of the MCI WorldCom board of
directors with a copy of the merger agreement and with summaries of the merger
agreement and related transactions contemplated by the merger agreement.
Representatives of Salomon Smith Barney described its financial analysis with
respect to the possible combination of MCI WorldCom and Sprint, and then
delivered the oral opinion of Salomon Smith Barney, later confirmed in writing,
to the effect that, as of October 4, 1999, the FON exchange ratio and the
consideration to be received by holders of Sprint PCS common stock in the
merger, taken as a whole, were fair, from a financial point of view, to MCI
WorldCom. Following presentations regarding financial, legal, regulatory and
other aspects of the merger, the MCI WorldCom board of directors considered the
terms of the merger and the merger agreement and, after deliberation, approved
and adopted the merger agreement. During this meeting, Mr. Ebbers was contacted
by Mr. Esrey and informed that the Sprint board of directors had approved and
adopted the merger agreement.

   The merger agreement and related documents were signed by MCI WorldCom and
Sprint on the night of October 4, 1999. On the morning of October 5, 1999,
before the opening of the New York Stock Exchange and The Nasdaq National
Market, MCI WorldCom and Sprint issued a joint press release announcing the
execution of the merger agreement.

                                       49
<PAGE>


   On January 26, 2000, Sprint issued a press release announcing the execution
of the Sprint master transfer agreement with France Telecom and Deutsche
Telekom. On March  .  2000, MCI WorldCom and Sprint amended and restated the
merger agreement, a copy of which is attached as Annex 1 to this proxy
statement/prospectus, to provide, among other things, that France Telecom and
Deutsche Telekom will receive the same publicly traded classes and series of
WorldCom capital stock as other holders of Sprint series 1 FON common stock and
Sprint series 1 PCS common stock.

Sprint's Reasons for the Merger and the Sprint Board of Directors'
Recommendation

 Reasons for the Merger

   Strategic Combination. Sprint believes that the merger will provide its
stockholders superior long-term returns by creating the nation's preeminent
telecommunications company. The new company will offer a complete package of
domestic and global wired and wireless services, including local, long
distance, data, broadband and Internet services. The Sprint special committee
and the Sprint board of directors believe that the merger will enhance
stockholder value through, among other things, the following strategic
advantages:

  . Expanded Capabilities. The businesses and assets of Sprint and MCI
    WorldCom are highly complementary. This is largely because Sprint and MCI
    WorldCom pursued different strategies in achieving success. Those
    different strategies gave each company unique strengths and capabilities.
    For example, MCI WorldCom pursued a strategy of acquiring broadband local
    facilities, both domestically and abroad, as a means of reducing reliance
    on local telephone companies owned by others to reach customers; Sprint
    did not pursue this strategy on a large scale. Similarly, Sprint pursued
    the construction of the only national digital wireless PCS network
    operating with the same technology and frequencies; MCI WorldCom did not
    pursue this strategy on a large scale.

    In some other cases, the two companies took a similar strategic approach,
    but in different geographic areas. For example, both Sprint and MCI
    WorldCom acquired companies having broadband wireless licenses known as
    MMDS, but largely in different areas of the country. The combination of
    Sprint and MCI WorldCom thus gives the combined company greater
    geographic coverage for MMDS, which means a greater reach for the
    combined company's services. The combination of Sprint and MCI WorldCom
    brings together the unique strengths of each company and fills each
    other's gaps resulting from pursuing different strategies.

    Sprint believes that consolidation in the telecommunications industry is
    creating a group of large, vertically integrated companies that can offer
    customers bundled packages of international, national and local
    communications services. In addition, historical distinctions between
    local and long distance services are becoming less important, and
    customers are increasingly seeking to acquire multiple services from
    single providers. Sprint believes that the combined company will be very
    competitive because it will be strategically well positioned to offer the
    full range of telecommunications products and services that customers
    will require and to compete more effectively with incumbent local
    exchange telephone companies and international competitors.

  . Increased Financial Flexibility. Sprint believes that because of
    increased size and economies of scale, the combined company will have
    greater financial flexibility to fill product and infrastructure gaps,
    respond to competitive pressures and implement future transactions
    necessary to remain competitive in the United States and internationally.
    The combined company's increased size, economies of scale and total
    capabilities will also enable it to improve the cost structure for its
    products and services.

   Merger Price Premium. Both the Sprint special committee and the Sprint board
of directors considered the intrinsic value and historical market prices of the
Sprint FON common stock and the Sprint PCS common stock and the premiums to be
received by the holders of each of these classes of stock in the merger. The
value of WorldCom group common stock to be received by the holders of Sprint
FON common stock pursuant to the merger agreement represents a premium of
approximately 53% over the average closing price per share of Sprint FON common
stock for the 30-day period ending on October 4, 1999, if the value of the
WorldCom

                                       50
<PAGE>

group common stock that is received is fixed at $76 per share (the price used
to calculate the FON exchange ratio). The value of WorldCom group common stock
to be received by the holders of Sprint PCS common stock pursuant to the merger
agreement, based on the PCS exchange ratio and the closing price of MCI
WorldCom common stock as of October 4, 1999, represents a premium of
approximately 16% over the average closing price per share of Sprint PCS common
stock for the 30-day period ending on October 4, 1999. The Sprint board of
directors considered the premium to be received by the holders of Sprint PCS
common stock to be fair, notwithstanding the higher premium payable to the
holders of Sprint FON common stock, because the board concluded:

  . the Sprint PCS common stock was more fully priced in the market relative
    to its intrinsic value when compared to the Sprint FON common stock

  . the businesses represented by the Sprint FON common stock would be
    combined with the businesses of MCI WorldCom and would account for most
    of the merger's cost synergies

  . unlike the holders of the Sprint FON common stock, the holders of the
    Sprint PCS common stock would be entitled to receive a security in the
    combined company virtually identical to the Sprint security that they
    held before the merger, and would have the exclusive right to benefit
    from the same tracking businesses following the merger, and to the same
    extent, as was the case before the merger, yet they would receive a
    substantial premium

  . benefits from potential synergies for the PCS business resulting from the
    merger would accrue entirely to the holders of Sprint PCS common stock
    and

  . the terms had been negotiated on a basis designed to obtain the maximum
    value for each of the classes of Sprint common stock, and the proposed
    merger terms reflected the maximum amount that the Sprint board of
    directors believed that MCI WorldCom was willing to pay for each class.

   Efficiencies. Sprint believes that the combined company can be run more
efficiently than either company on its own and will benefit substantially from
cost savings and operating efficiencies, arising primarily from:

  . savings in access costs payable to incumbent local exchange telephone
    companies by increased use of dedicated access facilities and each
    company's use of the other's existing local facilities

  . streamlining the combined organizations, which Sprint believes can be run
    with less administrative and overhead costs than two separate
    organizations

  . applying each company's best business practices across the operations of
    the combined company

  . utilizing the infrastructure of the combined company in a more efficient
    manner by, among other things, increasing the flow of traffic over
    existing communications networks and

  . eliminating duplicate facilities and redundant operations.

   In addition, Sprint believes that the combined company will benefit
substantially from revenue synergies, arising primarily from:

  . enhanced revenue opportunities relating to the ability to offer a broader
    range of products and services

  . the stronger marketing platform to be created by combining the two
    companies and

  . the ability to offer PCS services through a larger combined company sales
    force and selling platform.

 Recommendation of the Sprint Special Committee and the Sprint Board of
Directors

   At a meeting on October 3, 1999, the Sprint special committee, with the
exception of Mr. Rice who was absent, unanimously voted to recommend the merger
as contemplated on that date to the full Sprint board of directors.

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<PAGE>

   At its meeting held on October 4, 1999, the Sprint capital stock committee
unanimously determined that the terms of the merger were fair to holders of
Sprint FON common stock, taken as a separate class, and fair to holders of
Sprint PCS common stock, taken as a separate class.

   At its meeting held on October 4, 1999, the Sprint board of directors, with
two directors abstaining and one director absent, (1) determined that the
merger and the original merger agreement are fair to and in the best interests
of Sprint and its stockholders, (2) approved the merger and the adoption of the
original merger agreement and (3) determined to recommend that the stockholders
of Sprint adopt the original merger agreement. On February 8, 2000, the Sprint
board of directors approved the amended and restated merger agreement in the
same manner. Accordingly, the Sprint board has approved the merger and adopted
the merger agreement and recommends that Sprint's stockholders vote FOR the
adoption of the merger agreement.

   In connection with the foregoing actions, the Sprint special committee, the
Sprint capital stock committee and the Sprint board of directors consulted with
Sprint's management team, as well as Sprint's financial advisor and legal
counsel, and considered the following material factors:

  1.  all the reasons described above under "--Reasons for the Merger",
      including the complementary strengths of MCI WorldCom and Sprint in
      domestic and foreign local services, domestic and international long
      distance services and fixed and mobile wireless voice and data
      services.

  2.  the judgment, advice and analyses of Sprint's senior management,
      including their favorable recommendation of the merger and their
      analysis of conditions in the telecommunications industry and the
      strategic options available to Sprint, including the risks and
      potential rewards associated with continuing to execute Sprint's
      strategic plan as an independent entity. Such risks include the risks
      associated with scale and reliance on incumbent local exchange
      telephone companies for local access in a rapidly consolidating
      industry, and the rewards include the ability of existing Sprint
      stockholders to participate in the potential future growth and
      profitability of Sprint.

  3.  alternatives to the merger, including a possible merger with BellSouth
      or Deutsche Telekom and the possibility of seeking to acquire other
      companies or seeking to engage in new joint ventures or strategic
      alliances. The Sprint special committee and the Sprint board of
      directors concluded that a transaction with MCI WorldCom is expected to
      yield greater strategic benefits than other likely alternatives because
      of the ability of the combined company to offer a complete range of
      telecommunications services, to operate more efficiently in light of
      transaction synergies, to fund a greater number of long-term growth
      projects and to compete more effectively.

  4.  the value of the consideration provided for in the merger agreement
      relative to the intrinsic value and historical market prices of Sprint
      FON common stock and Sprint PCS common stock and MCI WorldCom common
      stock over the past year and relative to the multiples and valuations
      paid in comparable transactions; and that Sprint's stockholders would
      hold approximately 45% of the outstanding stock of the combined company
      after the merger, calculated as of October 4, 1999.

  5.  the fact that the WorldCom PCS group common stock will continue to
      represent an interest in the same group of assets and businesses
      following the merger as the Sprint PCS common stock represented before
      the merger.

  6.  comparisons of historical financial measures for Sprint and MCI
      WorldCom, including earnings, business segment valuation analysis for
      core segments and cash flow.

  7.  the prospects of Sprint to compete effectively in the future, the
      prospects of MCI WorldCom based on Sprint's and Warburg Dillon Read's
      due diligence and their analysis of publicly available information
      including earnings estimates compiled by First Call, and Sprint's
      management team's view, based on its due diligence, of the combined
      company's prospects to compete effectively in the future.

  8.  MCI WorldCom's proven history of successfully integrating companies
      that it has acquired and realizing the expected synergies, including
      MCI WorldCom's acquisition of MCI Communications.

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<PAGE>

  9.  current industry, economic and market conditions and trends, including
      the changing regulatory environment in the United States and
      internationally and the likelihood of continuing consolidation and
      increasing competition in the telecommunications industry and the
      corresponding decrease in the number of suitable strategic merger
      partners for Sprint.

  10. the fact that the merger would be accounted for as a purchase,
      recognizing that purchase accounting would have no impact on cash
      earnings per share, although it would reduce reported earnings of the
      combined company because of the need to account for and to amortize
      goodwill. The Sprint special committee and the Sprint board of
      directors also considered that pooling-of-interests is expected to be
      eliminated as a method of accounting for merger transactions in January
      2001.

  11. the ability to complete the merger as a tax-free reorganization for
      U.S. federal income tax purposes.

  12. the presentations by and discussions with Sprint's senior management
      and representatives of King & Spalding, Morris Nichols Arsht & Tunnell
      and Warburg Dillon Read regarding the terms and conditions of the
      merger agreement, which include restrictions on the conduct of Sprint's
      business pending closing that permit Sprint generally to conduct its
      business in the ordinary course during that period.

  13. the potential effect of the terms of the merger agreement with respect to
      possible third-party proposals to acquire Sprint after execution of the
      merger agreement, including that if any third party made a superior
      proposal (as described under "The Merger Agreement--No Solicitation")
      during the period beginning 60 days after the date of the merger agreement
      and before the approval of the merger agreement by the Sprint
      stockholders, the Sprint board of directors could provide information to
      and engage in negotiations with that third party, subject to the terms and
      conditions of the merger agreement.

  14. while the termination fee provisions of the merger agreement could tend to
      discourage alternative proposals for a business combination with Sprint,
      the view of Warburg Dillon Read that these provisions would not preclude
      bona fide alternative proposals; the fact that the termination fee
      provisions were reciprocal and the product of negotiations; and the fact
      that the size of the termination fee was reasonable in light of the size
      and benefits of the merger.

  15. the analyses and presentations prepared by Warburg Dillon Read, and
      Warburg Dillon Read's written opinion to the effect that, as of October 4,
      1999, (1) the consideration to be received in the merger for each class or
      series of Sprint common stock was fair to the holders of those classes or
      series from a financial point of view, and (2) the merger consideration
      was fair to Sprint's stockholders taken as a whole from a financial point
      of view, in each case subject to the various considerations set forth in
      the opinion.

  16. the strong management team drawn from both MCI WorldCom and Sprint that
      will manage WorldCom and the shared culture and entrepreneurial vision of
      the management and employees of both companies developed from their status
      as leading challengers to the incumbent carriers in the United States and
      internationally.

  17. that six members of the current Sprint board of directors would become
      directors of WorldCom, as described under "--Interests of Sprint
      Directors and Executive Officers in the Merger--Board of Directors".

  18. that Sprint employees would generally be given equal opportunity to be
      considered for jobs in the combined company along with MCI WorldCom
      employees, and Sprint employees who are not offered positions in the
      combined company would be entitled to receive severance benefits under the
      Sprint severance plan that the Sprint board of directors believed to be
      fair.

  19. the fact that while WorldCom's corporate headquarters will be located
      in Clinton, Mississippi, a significant presence of Sprint employees
      would be maintained in the Kansas City, Missouri

                                       53
<PAGE>

      metropolitan area, which will include the headquarters for the PCS
      group and local telephone operations.

  20. that while the merger is likely to be completed, there are risks
      associated with obtaining necessary approvals and, as a result of
      conditions to the completion of the merger, it is possible that the merger
      may not be completed even if approved by the Sprint and MCI WorldCom
      shareholders.

  21. that although Sprint's relationships with customers, governments, partners
      and employees will be affected negatively because of uncertainty
      surrounding Sprint's future status and direction, the belief of the Sprint
      board of directors that any negative effect would cease once the merger is
      completed.

  22. the risk that the synergies and benefits sought in the merger might
      not be fully achieved.

  23. the interests that executive officers and directors of Sprint may have
      with respect to the merger in addition to their interests as
      stockholders of Sprint generally. See "--Interests of Sprint Directors
      and Executive Officers in the Merger".

   In view of the wide variety of factors considered in connection with its
evaluation of the merger and the complexity of these matters, the Sprint board
of directors did not find it useful to and did not attempt to quantify, rank or
otherwise assign relative weights to these factors. The Sprint board of
directors relied on the analysis, experience, expertise and recommendation of
Sprint's management team and relied on Warburg Dillon Read, its financial
advisor, for analyses of the financial terms of the merger. See "--Opinion of
Sprint's Financial Advisor".

   In addition, the Sprint board of directors did not undertake to make any
specific determination as to whether any particular factor, or any aspect of
any particular factor, was favorable or unfavorable to its ultimate
determination, but rather the Sprint board of directors conducted an overall
analysis of the factors described above, including discussions with Sprint's
management team and legal, financial and accounting advisors. In considering
the factors described above, individual members of the Sprint board of
directors may have given different weight to different factors.

   The Sprint board of directors considered all these factors as a whole, and
overall considered the factors to be favorable and to support its
determination. However, the general view of the Sprint board of directors was
that factors 14, 18, 19, 20, 21 and 22 described above were uncertainties,
risks or drawbacks relating to the merger, but that the other reasons and
factors described above were generally considered favorable.


   Additionally, in the course of discussions concerning the merger at the
Sprint special committee meeting held on September 20, 1999, the Sprint special
committee was provided with publicly available projections for MCI WorldCom
from a research analyst at Salomon Smith Barney. In the course of discussions
concerning the merger at the Sprint special committee meeting and the Sprint
board of directors meeting held on October 3, 1999, the Sprint special
committee and the Sprint board of directors were provided with publicly
available consensus research analysts projections for MCI WorldCom, as well as
internal, nonpublic projections for MCI WorldCom prepared by MCI WorldCom
management. The projections provided for the following earnings per share
(which have been adjusted to reflect MCI WorldCom's three-for-two stock split
in the form of a 50% stock dividend which was distributed on December 30,
1999):

             Summary of MCI WorldCom Earnings Per Share Projections

<TABLE>
<CAPTION>
                                       Earnings Per Share          1999-2003
                                  ----------------------------- Compound Annual
                                  1999  2000  2001  2002  2003   Growth Rate (%)
                                  ----- ----- ----- ----- ----- ---------------
<S>                               <C>   <C>   <C>   <C>   <C>   <C>
September 20, 1999 Meeting
  Salomon Smith Barney Research
   Analyst....................... $1.33 $1.93 $2.53 $3.11 $3.66      28.9
October 3, 1999 Meeting
  MCI WorldCom Management........ $1.33 $1.97 $2.53 $3.13 $3.75      29.6
  Consensus Research Analysts.... $1.31 $1.88 $2.43 $2.98 $3.57      28.5
</TABLE>



                                       54
<PAGE>


   The MCI WorldCom management projections were not prepared for public
disclosure, were subjective in many respects, and were thus susceptible to
various interpretations and periodic revision based on actual experience and
business developments. Because the nonpublic MCI WorldCom management
projections and publicly available analyst projections were subject to
significant economic and competitive uncertainties and contingencies beyond MCI
WorldCom's control, there can be no assurance that these projections will be
realized and actual results may be either higher or lower than those projected.
For more information concerning factors that could affect these projections,
see "Risk Factors Relating to the Merger".

Opinion of Sprint's Financial Advisor

   The full text of the written opinion, which sets forth the assumptions made,
procedures followed and matters considered by Warburg Dillon Read, is set forth
as Annex 5 to this proxy statement/prospectus. Sprint stockholders are urged to
read carefully Warburg Dillon Read's opinion in its entirety.

   The Sprint board of directors retained Warburg Dillon Read to act as its
financial advisor in connection with the merger. At the meeting of the Sprint
board of directors held on October 4, 1999, Warburg Dillon Read delivered its
oral opinion, subsequently confirmed in writing as of the same date, to the
Sprint board of directors to the effect that, as of that date:

  . the FON exchange ratio was fair, from a financial point of view, to the
    holders of each series of Sprint FON common stock

  . the consideration to be received by holders of Sprint PCS common stock in
    the merger was fair, from a financial point of view, to the holders of
    each series of Sprint PCS common stock

  . the consideration to be received by holders of Sprint class A common
    stock in the merger was fair, from a financial point of view, to holders
    of Sprint class A common stock

  . the consideration to be received by holders of Sprint class A common
    stock--series DT, in the merger was fair, from a financial point of view,
    to holders of Sprint class A common stock--series DT

  . the consideration to be received by holders of Sprint common stock in the
    merger was fair, from a financial point of view, to the holders of Sprint
    common stock taken as a whole.

   While the FON exchange ratio and the PCS exchange ratio have been adjusted
to reflect both MCI WorldCom's three-for-two stock split in the form of a 50%
stock dividend which was distributed on December 30, 1999 and Sprint's two-for-
one stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000, the Warburg Dillon Read opinion, the
summary of the Warburg Dillon Read opinion and the procedures and analyses
described below refer to the FON exchange ratio and the PCS exchange ratio
contemplated as of the date of the Warburg Dillon Read opinion.

   Warburg Dillon Read's opinion is directed to the Sprint board of directors
and relates only to the fairness from a financial point of view of the exchange
ratio for each series of Sprint common stock to the holders of each such series
and of the consideration to be received in the merger by the Sprint common
stockholders taken as a whole. Warburg Dillon Read's opinion does not address
any other aspect of the merger and does not constitute a recommendation to
Sprint FON group common stockholders or Sprint PCS group common stockholders
about how to vote at the Sprint special meeting.

   The following is only a summary of the Warburg Dillon Read opinion and
should not be viewed as a substitute for the Warburg Dillon Read opinion. We
urge you to read carefully the Warburg Dillon Read opinion in its entirety.

   In connection with rendering its opinion, Warburg Dillon Read:

  .  reviewed publicly available business and historical information relating
     to Sprint and MCI WorldCom

  .  reviewed certain internal financial information and other data relating
     to the business and financial prospects of Sprint, including estimates
     and financial forecasts prepared by management of Sprint

  .  reviewed certain internal financial information and other data relating
     to the business and financial prospects of MCI WorldCom, including
     estimates and financial forecasts prepared by management of MCI WorldCom

                                       55
<PAGE>

  .  reviewed estimates of synergies prepared by the management of Sprint and
     MCI WorldCom

  .  discussed with members of the senior management of Sprint and MCI
     WorldCom certain internal financial information and other data relating
     to the business and financial prospects of Sprint and MCI WorldCom and
     the estimates of synergies prepared by the management of Sprint and MCI
     WorldCom

  .  reviewed publicly available financial and stock market data with respect
     to certain other companies in lines of business that it believed to be
     generally comparable to those of Sprint and MCI WorldCom

  .  compared the financial terms of the merger with the publicly available
     financial terms of certain other transactions that it believed to be
     generally relevant

  .  considered certain pro forma effects of the merger on MCI WorldCom's
     financial statements

  .  reviewed a draft dated October 3, 1999 of the merger agreement and

  .  conducted such other financial studies, analyses and investigations, and
     considered such other information, that it deemed necessary or
     appropriate.

   In connection with its review, Warburg Dillon Read did not independently
verify any of the foregoing information concerning Sprint or MCI WorldCom and,
with Sprint's consent, relied on its being complete and accurate in all
material respects. In that regard, with Sprint's consent, Warburg Dillon Read
assumed that the financial forecasts and estimates, including synergies
referred to above, were reasonably prepared on a basis reflecting the best
currently available estimates and judgments of the management of Sprint and MCI
WorldCom as to their future performance and synergies. In addition, at Sprint's
direction, Warburg Dillon Read did not make any independent evaluation or
appraisal of any of the assets or liabilities of Sprint or MCI WorldCom nor was
it furnished with any such appraisals or evaluations.

   Sprint did not authorize Warburg Dillon Read to, nor did Warburg Dillon
Read, solicit indications of interest in a business combination with any party;
however, Warburg Dillon Read did review the terms of a proposal relating to a
business combination between Sprint and BellSouth, as set forth in a letter
from the Chairman and Chief Executive Officer of BellSouth dated October 2,
1999, as supplemented on October 4, 1999. The opinion did not address the
relative merits of the merger compared to any alternative transaction that
might be available to Sprint; however, Warburg Dillon Read analyzed the terms
of the BellSouth proposal and made presentations to the Sprint board of
directors regarding the BellSouth proposal. The analysis summarized the terms
of the proposal, demonstrated how the collar mechanism would be reflected under
various scenarios, presented BellSouth estimates of synergies that would result
from a transaction, contained statistics regarding the trading value of
BellSouth on a stand-alone basis and relative to its publicly-traded peers and
included pro forma financial information provided by Warburg Dillon Read.

   Warburg Dillon Read's opinion is necessarily based upon economic, monetary,
market and other conditions as in effect as of the date of its opinion and does
not imply any conclusion as to the price or trading range of any series of MCI
WorldCom capital stock following the date of its opinion, which may vary
depending upon various factors, including changes in interest rates, dividend
rates, market conditions, general economic conditions and other factors that
generally influence the price of securities. In addition, Warburg Dillon Read's
opinion does not address Sprint's underlying business decisions to effect the
merger.

   The following is a summary of the material portions of the financial and
comparative analyses performed by Warburg Dillon Read and presented to the
Sprint board of directors in connection with the opinion delivered to the
Sprint board of directors on October 4, 1999.

 Sprint FON Group Analysis

   Historical Stock Price Performance. Warburg Dillon Read reviewed the
relationship between movements in stock prices for the period beginning on the
day following the completion of the Sprint PCS restructuring, November 24,
1998, and ending October 1, 1999 of:

  . the Sprint FON group

                                       56
<PAGE>

  . AT&T Corp.

  . MCI WorldCom and

  . an index of local telephone companies which included Ameritech
    Corporation, Bell Atlantic Corporation, BellSouth, GTE Corporation, SBC
    Communications Inc. and U S WEST Communications, Inc.

   Warburg Dillon Read noted that during the period analyzed, Sprint FON group
common stock had appreciated 56% compared to 0%, 20% and 9% for AT&T Corp.,
MCI WorldCom, and the local telephone index, respectively.

   Synergies. Warburg Dillon Read reviewed the estimates of synergies expected
to result from the merger prepared by the management of each of MCI WorldCom
and Sprint. The estimates reflect only the incremental benefits expected by
management to result from the merger and exclude any revenue synergies.
Warburg Dillon Read then estimated the present value as of September 30, 1999
of the future streams of after-tax cash flows generated by these synergies by
applying a 11% discount rate and by adding an anticipated future exit value
determined by projecting a range of nominal perpetual synergy growth rates
ranging from 1.5% to 3.5%. This analysis resulted in a range of values for the
synergies of approximately $25 billion to $30 billion.

   Securities Research Analysts' Future Price Targets. Warburg Dillon Read
reviewed and analyzed future public market trading price targets for Sprint
FON common stock prepared and published by a number of securities research
analysts during the period from August 20, 1999 to September 24, 1999. These
targets reflected each analyst's estimate of the future public market trading
price of Sprint FON common stock at the end of the particular time period
considered for each estimate. The price targets ranged from $47 to $68 per
share.

   Sum-of-the-Parts Valuation. Warburg Dillon Read calculated the estimated
aggregate equity and per share equity value for the Sprint FON group by
separately analyzing and calculating the values of the Sprint FON group's main
business segments, including the following:

  .  long distance telephone division

  .  local telephone division

  .  product distribution and directory publishing business

  .  ION division and

  .  other ventures and interests (including Global One and EarthLink).

   The analyses of the first four of these segments included the following
three principal valuation analyses:

  .  Comparable Public Companies Analysis. A comparable public companies
     analysis examines the operating performance and outlook of a business
     relative to a group of publicly traded peer companies to determine an
     implied market trading value.

  .  Precedent Transactions Analysis. A precedent transactions analysis
     provides a valuation range based upon publicly available financial
     information for companies which have been acquired in selected recent
     transactions and which are in the same or similar industries as the
     business being valued.

  .  Discounted Cash Flow Analysis. A discounted cash flow analysis provides
     insight into the value of a business based on the anticipated future
     earnings and capital requirements and the net present value of the
     subsequent cash flows anticipated to be generated by the assets of such
     business.

   Based upon these analyses, Warburg Dillon Read calculated a valuation range
for the Sprint FON group's aggregate equity of approximately $49 to $74 per
share. As described below, this valuation range was derived from the sum of
the following ranges of enterprise values and by making further adjustments
for debt, preferred securities, cash and cash equivalents, investments and
option proceeds:

  . $22.8 billion to $34 billion, or approximately $25 to $37 per share, for
    the Sprint FON group's long distance division

                                      57
<PAGE>

  . $17.4 billion to $24.1 billion, or approximately $19 to $26 per share,
    for the Sprint FON group's local telephone division

  . $1.8 billion to $2.4 billion, or approximately $2 to $3 per share, for
    the Sprint FON group's product distribution and publishing business

  . $2.5 billion to $6.7 billion, or approximately $3 to $7 per share, for
    the Sprint FON group's ION division and

  . $3.0 billion to $3.5 billion, or approximately $3 to $4 per share, for
    the Sprint FON group's other ventures and interests.

1. Sprint FON Group Long Distance Telephone Division

   Comparable Public Companies Analysis. Warburg Dillon Read compared selected
financial information of the Sprint FON group's long distance telephone
division with corresponding publicly available information of AT&T Corp. and
MCI WorldCom, which Warburg Dillon Read believed to be appropriate for
comparison. For each of these companies, Warburg Dillon Read reviewed the
multiples of enterprise value -- defined as market value of equity securities
plus debt and preferred stock, less cash and the estimated value of non-long
distance assets -- to the following, with all of the estimates based on
analysts' consensus estimates:

  . estimated 1999 earnings before interest, taxes, depreciation and
    amortization, which is referred to as "EBITDA", finding a multiple range
    of 7.8x to 13.2x and

  . estimated 1999 earnings before interest and taxes, which is referred to
    as "EBIT", finding a multiple range of 12.5x to 20.0x.

   Warburg Dillon Read also reviewed the 1999 and 2000 price-to-earnings
trading ratios ("P/E Ratios") for these companies finding a multiple range of
18.8x to 35.9x and 16.7x to 25.0x, respectively.

   Warburg Dillon Read also considered other publicly traded United States long
distance companies but did not include them in its valuation analysis because
none were deemed comparable to Sprint's long distance business from a financial
point of view due to their different growth characteristics.

   Taking into account the multiples reviewed, Warburg Dillon Read derived a
range of enterprise values of $22.8 billion to $28.9 billion for the Sprint FON
group's long distance telephone division.

   Precedent Transactions Analysis. Warburg Dillon Read reviewed and analyzed
selected financial, operating and stock market information relating to selected
merger transactions involving long distance telephone companies. The
transactions used in this analysis included the following precedent
transactions, which Warburg Dillon Read believed to be appropriate for
comparison:

  . Global Crossing Ltd./Frontier Corporation

  . Cincinnati Bell Inc./IXC Communications, Inc.

  . Teleglobe Inc./Excel Communications, Inc.

  . Qwest Communications International, Inc./LCI International, Inc.

  . Teleport Communications Group Inc./ACC Corp.

  . WorldCom, Inc./MCI Communications Corporation

  . LCI International, Inc./USLD Communications Corp. and

  . Excel Communications, Inc./Telco Communications Group, Inc.

                                       58
<PAGE>

   For each of these transactions, Warburg Dillon Read reviewed the prices paid
and calculated the multiples of enterprise value of the target to the
following:

  . latest twelve months long distance revenue, finding a multiple range of
    1.8x to 3.9x

  . latest twelve months long distance EBITDA, finding a multiple range of
    8.0x to 34.5x and

  . latest twelve months long distance EBIT, finding a multiple range of
    12.1x to 44.3x.

   Taking into account the multiples reviewed, Warburg Dillon Read derived a
range of enterprise values of $27.2 billion to $34.0 billion for the Sprint FON
group's long distance telephone division.

   Discounted Cash Flow Analysis. Warburg Dillon Read performed a discounted
cash flow analysis for the Sprint FON group's long distance telephone division
using Sprint's management projections, assuming that the Sprint FON group were
to continue to operate on a stand-alone basis and without giving effect to the
merger with MCI WorldCom. The discounted cash flow was calculated assuming
discount rates ranging from 10.5% to 11.5% and was comprised of the sum of the
present values of:

  . the projected unlevered free cash flows for the years 1999 through 2003
    and

  . the anticipated future 2003 exit value based upon a range of multiples of
    9.0x to 11.0x of its future 2003 EBITDA.

   This analysis implies a range of enterprise values of $27.1 billion to $33.7
billion for the Sprint FON group's long distance telephone division.

2. Sprint FON Group Local Telephone Division

   Comparable Public Companies Analysis. Warburg Dillon Read compared selected
financial information of the Sprint FON group's local telephone division with
corresponding publicly available information of the following local telephone
companies, which Warburg Dillon Read believed to be appropriate for comparison:

  .  Ameritech Corporation

  .  Bell Atlantic Corporation

  .  BellSouth Corporation

  .  CenturyTel, Inc.

  .  Cincinnati Bell Inc.

  .  Commonwealth Telephone Enterprises, Inc.

  .  GTE Corporation

  .  SBC Communications Inc. and

  .  U S WEST Communications, Inc.

   For each of these companies, Warburg Dillon Read reviewed the multiples of
enterprise value -- defined as market value of equity securities plus debt and
preferred stock, less cash and the estimated value of non-local telephone
assets -- to the following:

  .  latest twelve months local telephone EBITDA, finding a multiple range of
     6.9x to 9.4x,

  .  latest twelve months local telephone EBIT, finding a multiple range of
     11.8x to 15.0x and

  .  latest twelve months access lines, finding a multiple range of $2,135 to
     $4,121 per access line.

   Taking into account the multiples reviewed, Warburg Dillon Read derived a
range of enterprise values of $17.4 billion to $20.5 billion for the Sprint FON
group's local telephone division.

                                       59
<PAGE>

   Precedent Transactions Analysis. Warburg Dillon Read reviewed and analyzed
certain financial, operating and stock market information relating to selected
merger transactions involving local telephone companies. The transactions used
in this analysis included the following precedent transactions, which Warburg
Dillon Read believed to be appropriate for comparison:

  .  Qwest Communications International, Inc./U S WEST Communications, Inc.

  .  ALLTEL Corporation/Aliant Communications Inc.

  .  Bell Atlantic Corporation/GTE Corporation

  .  SBC Communications Inc./Ameritech Corporation

  .  SBC Communications Inc./Southern New England Telephone Corporation

  .  CenturyTel, Inc./Pacific Telecom, Inc.

  .  Bell Atlantic Corporation/NYNEX Corporation and

  .  SBC Communications Inc./Pacific Telesis Group.

   For each of these transactions, Warburg Dillon Read reviewed the prices paid
and calculated the multiples of enterprise value of the target to the
following:

  .  latest twelve months local telephone revenue, finding a multiple range
     of 1.8x to 4.5x

  .  latest twelve months local telephone EBITDA, finding a multiple range of
     4.5x to 10.0x

  .  latest twelve months local telephone EBIT, finding a multiple range of
     8.6x to 17.1x and

  .  latest twelve months access lines, finding a multiple range of $1,321 to
     $2,974 per access line.

   Taking into account the multiples reviewed, Warburg Dillon Read derived a
range of enterprise values of $21.5 billion to $24.1 billion for the Sprint FON
group's local telephone division.

   Discounted Cash Flow Analysis. Warburg Dillon Read performed a discounted
cash flow analysis for the Sprint FON group's local telephone division using
Sprint's management projections assuming that the Sprint FON group were to
continue to operate on a stand-alone basis and without giving effect to the
merger with MCI WorldCom. The discounted cash flow was calculated assuming
discount rates ranging from 10.0% to 11.0% and was comprised of the sum of the
present values of:

  . the projected unlevered free cash flows for the years 1999 through 2003
    and

  . the anticipated future 2003 exit value based upon a range of multiples of
    7.5x to 8.5x of its future 2003 EBITDA.

   This analysis implies a range of enterprise values of $19.9 billion to $23.0
billion for the Sprint FON group's local telephone division.

3. Sprint FON Group Product Distribution and Directory Publishing Divisions

   Comparable Public Companies/Precedent Transactions Analysis. Warburg Dillon
Read applied the same multiples of enterprise value to latest twelve months
EBITDA that were used to value the Sprint FON group's local telephone division
to value the Sprint FON group's product distribution and directory publishing
divisions. Taking into account the multiples reviewed, Warburg Dillon Read
derived a range of enterprise values of $1.8 billion to $2.1 billion for the
Sprint FON group's product distribution and directory publishing divisions
using a comparable public companies analysis and a range of enterprise values
of $2.1 billion to $2.4 billion using a precedent transactions analysis.

                                       60
<PAGE>

   Discounted Cash Flow Analysis. Warburg Dillon Read performed a discounted
cash flow analysis for the Sprint FON group's product distribution and
directory publishing divisions using Sprint's management projections assuming
that the Sprint FON group were to continue to operate on a stand-alone basis
and without giving effect to the merger with MCI WorldCom. The discounted cash
flow was calculated assuming discount rates ranging from 10.0% to 11.0% and was
comprised of the sum of the present values of:

  . the projected unlevered free cash flows for the years 1999 through 2003
    and

  . the anticipated future 2003 exit value based upon a range of multiples of
    7.5x to 8.5x of its future 2003 EBITDA.

   This analysis implies a range of enterprise values of $2.1 billion to $2.4
billion for the Sprint FON group's product distribution and publishing
business.

4. Sprint FON Group ION Division

   Comparable Public Companies Analysis. Warburg Dillon Read compared selected
financial information of the Sprint FON group's ION division with corresponding
publicly available information of the following network long distance
companies, which Warburg Dillon Read believed to be appropriate for comparison:

  . ITC Deltacom, Inc.

  . NorthEast Optic Network, Inc. and

  . Qwest Communications International, Inc.

   The Companies reviewed in this analysis also included the following
competitive local exchange carriers, also known as "CLECs":

  . Allegiance Telecom, Inc.        . Intermedia Communications Inc.

  . e.spire Communications, Inc.    . McLeodUSA Incorporated

  . Electric Lightwave, Inc.        . MGC Communications, Inc.

  . GST Telecommunications, Inc.    . NextLink Communications, Inc.

  . Hyperion                        . RCN Corporation and
    Telecommunications, Inc.
                                    . US LEC Corp.
  . ICG Communications, Inc.

   For each of these companies, Warburg Dillon Read reviewed the multiples of
enterprise value--defined as market value of equity securities plus debt and
preferred stock, less cash--to the following, with all of the estimates based
on analysts' consensus estimates:

  . estimated 2001 revenues, finding a multiple range of 2.1x to 10.8x and

  . estimated 1999 net property, plant & equipment, finding a multiple range
    of 1.7x to 12.4x.

   Taking into account the multiples reviewed, Warburg Dillon Read derived a
range of enterprise values of $2.5 billion to $4.2 billion for the Sprint FON
group's ION division.

   Precedent Transactions Analysis. Warburg Dillon Read reviewed and analyzed
selected financial, operating and stock market information relating to selected
merger transactions involving CLEC and network long distance companies. The
transactions used in this analysis included the following precedent
transactions, which Warburg Dillon Read believed to be appropriate for
comparison:

  . Cincinnati Bell Inc./IXC Communications, Inc.

  . AT&T Canada Corp./Metronet Communications Corp.

  . AT&T Corp./Teleport Communications Group Inc.

  . WorldCom, Inc./Brooks Fiber Properties, Inc.

                                       61
<PAGE>

  . Brooks Fiber Properties, Inc./Metro Access Networks and

  . WorldCom, Inc./MFS Communications Company, Inc.

   For each of these transactions, Warburg Dillon Read reviewed the prices paid
and calculated the multiples of enterprise value of the target to analysts'
consensus estimates of 1999 net property, plant and equipment, finding a
multiple range of 2.4x to 9.4x.

   Taking into account the multiples reviewed, Warburg Dillon Read derived a
range of enterprise values of $5.0 billion to $6.7 billion for the Sprint FON
group's ION division.

   Discounted Cash Flow Analysis. Warburg Dillon Read performed a discounted
cash flow analysis for the Sprint FON group's ION division using Sprint's
management projections assuming that the Sprint FON group were to continue to
operate on a stand-alone basis and without giving effect to the merger with MCI
WorldCom. The discounted cash flow was calculated assuming discount rates
ranging from 12.0% to 14.0% and was comprised of the sum of the present values
of:

  . the projected unlevered free cash flows for the years 1999 through 2003
    and

  . the anticipated future 2003 exit value based upon a range of multiples of
    10.0x to 12.0x of its future 2003 EBITDA.

   This analysis implies a range of enterprise values of $4.2 billion to $5.9
billion for the Sprint FON group's ION division.

5. Other Ventures and Interests

   Warburg Dillon Read valued Sprint's interest in Global One at 2.0x to 3.0x
Sprint's proportional share of Global One's estimated revenues for 1999;
Sprint's international investments in China, Brazil and Israel at 1.0x
investment; and Sprint's investments in Call-Net, EarthLink and its inter-group
interest in the Sprint PCS Group at market value as of October 1, 1999. Due to
their early stage of development, no incremental value beyond the acquisition
cost was assigned to the MMDS companies recently acquired by Sprint. This
analysis implies a range of values of $3.0 to $3.5 billion for the Sprint FON
group's other ventures and interests.

   Total Sprint FON Group Valuation.  By combining the stand alone valuations
for the Sprint FON group's long distance telephone division, local telephone
division, product distribution and directory publishing divisions, ION division
and its other ventures and interests described above, and making adjustments
for debt, preferred securities, cash and cash equivalents, investments and
option proceeds, this analysis resulted in a valuation range for the Sprint FON
group's aggregate equity of:

  . $45.7 billion to $57.2 billion, or approximately $49 to $62 per share,
    using the comparable public companies analysis

  . $57.0 billion to $68.8 billion, or approximately $62 to $74 per share,
    using the precedent transactions analysis and

  . $54.4 billion to $66.6 billion, or approximately $59 to $72 per share,
    using the discounted cash flow analysis.

                                       62
<PAGE>

   Implied Exchange Ratios. Warburg Dillon Read calculated the implied
exchange ratios for the Sprint FON group and MCI WorldCom by utilizing the
following valuation analyses:

     Historical Public Market Trading Value.  The implied exchange ratio
  based on closing prices of Sprint FON common stock and MCI WorldCom common
  stock for the following periods ended October 1, 1999 is summarized in the
  following table:

<TABLE>
<CAPTION>
                                                   Sprint FON Group/MCI WorldCom
                                                     Historical Trading Ratio
                                                   -----------------------------
   <S>                                             <C>
   As of October 1, 1999..........................            0.8085
   20 Day Average.................................            0.6565
   60 Day Average.................................            0.6204
   90 Day Average.................................            0.6132
   1999 Year-to-Date Average......................            0.5844
   November 24, 1998-to-Date Average..............            0.5868
</TABLE>

     Private Market Valuation/Public Company Valuation. The implied exchange
  ratio ranged from 0.70x to 0.76x based upon a comparison of the Sprint FON
  group's estimated private market valuation (using the precedent
  transactions analysis and discounted cash flow analysis) to MCI WorldCom's
  estimated public company valuation. This range of implied exchange ratios
  was calculated by comparing the lowest estimated valuation of Sprint FON
  group common stock to the lowest valuation of MCI WorldCom common stock and
  the highest estimated valuation of Sprint FON group common stock to the
  highest estimated valuation of MCI WorldCom common stock.

     Discounted Cash Flow Valuation. The implied exchange ratio ranged from
  0.59x to 0.61x based upon a comparison of the Sprint FON group's discounted
  cash flow valuation to the estimated discounted cash flow valuation of MCI
  WorldCom. This range of implied exchange ratios was calculated by comparing
  the lowest estimated valuation of Sprint FON group common stock to the
  lowest estimated valuation of MCI WorldCom common stock and the highest
  estimated valuation of Sprint FON group common stock to the highest
  estimated valuation of MCI WorldCom common stock.

     Earnings Based Contribution Analysis. The implied exchange ratio ranged
  from 0.56x to 0.82x based upon a comparison of the projected earnings,
  based on management estimates for the years ending December 31, 2001
  through December 31, 2003, contributed by the Sprint FON group to the
  earnings contributed by MCI WorldCom. This range of implied exchange ratios
  was calculated by comparing the lowest earnings contribution of the Sprint
  FON group to the lowest earnings contribution of MCI WorldCom and the
  highest earnings contribution of the Sprint FON group to the highest
  estimated contribution of MCI WorldCom.

   In each case, the ranges of the implied exchange ratios were compared to
the exchange ratio in the merger.

 Sprint PCS Group Analysis

   Historical Stock Price Performance. Warburg Dillon Read reviewed the
relationship between movements in stock prices for the period beginning on
November 24, 1998, the day after the Sprint PCS restructuring, and ending
October 1, 1999 of:

  . the Sprint PCS group

  . Aerial Communications, Inc.

  . Nextel Communications, Inc.

  . Omnipoint Corporation

  . Powertel, Inc. and

  . VoiceStream Wireless Corporation.

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<PAGE>

   Warburg Dillon Read noted that during the period analyzed, Sprint PCS group
common stock had appreciated 346% compared to 597%, 215%, 543%, 325% and 188%
for Aerial Communications, Inc., Nextel Communications, Inc., Omnipoint
Communications, Powertel, Inc. and VoiceStream Wireless Corporation,
respectively.

   Comparable Public Companies Analysis. Warburg Dillon Read compared financial
information of the Sprint PCS group with corresponding publicly available
information of the following PCS companies, which Warburg Dillon Read believed
to be appropriate for comparison:

  . Aerial Communications, Inc.

  . Nextel Communications, Inc.

  . Omnipoint Corporation

  . Powertel, Inc. and

  . VoiceStream Wireless Corporation.

   For each of these companies, Warburg Dillon Read reviewed and focused on the
multiples of enterprise value -- defined as market value of equity securities
plus debt and preferred stock, less cash -- and franchise value -- defined as
enterprise value less net property, plant and equipment -- to the following:

  . licensed POPs (persons in licensed areas), finding a multiple range of
    $99 to $140 per POP for enterprise value and $87 to $119 per POP for
    franchise value

  . subscribers as of June 30, 1999, finding a multiple range of $8,555 to
    $11,102 per subscriber for enterprise value and $7,107 to $9,874 per
    subscriber for franchise value and

  . net property, plant and equipment as of June 30, 1999, finding a multiple
    range of 5.0x to 9.0x for enterprise value.

   Warburg Dillon Read noted that based on the above multiples, the Sprint PCS
group was trading at a premium to the companies listed above.

   Securities Research Analysts' Future Price Targets. Warburg Dillon Read
reviewed and analyzed future public market trading price targets for Sprint PCS
common stock prepared and published by a number of securities research analysts
during the period from September 9, 1999 to September 24, 1999. These targets
reflected each analyst's estimate of the future public market trading price of
Sprint PCS common stock at the end of the particular time period considered for
each estimate. The price targets ranged from $54 to $90 per share.

 MCI WorldCom Analysis

   Historical Stock Price Performance. Warburg Dillon Read reviewed the
relationship between movements in stock prices for each of the following over a
period of five years, three years, one year and the period from January 4, 1999
to October 1, 1999:

  . AT&T Corp.

  . Sprint (incorporating the performance of both the Sprint FON group and
    the Sprint PCS group) and the Sprint FON group

  . an index of local telephony companies which included: Ameritech
    Corporation; Bell Atlantic Corporation; BellSouth Corporation; GTE
    Corporation; SBC Communications, Inc., and U S WEST Communications, Inc.
    and

  . the Standard & Poor's 500 Index.

                                       64
<PAGE>

   Warburg Dillon Read noted the following historical stock price performance
for the periods indicated:

<TABLE>
<CAPTION>
                                                                        January
                                                                        4, 1999
                                                                          to
                                                                        October
                                          Five Year Three Year One Year 1, 1999
                                          --------- ---------- -------- -------
<S>                                       <C>       <C>        <C>      <C>
MCI WorldCom.............................   539%       224%       53%      1%
AT&T Corp................................    69%        69%        9%    -20%
S&P 500 Index............................   177%        86%       30%      4%
Local telephony index....................   175%       120%       25%      6%
Sprint FON and PCS groups combined.......   298%       283%      100%
Sprint FON group only....................                                 39%
</TABLE>

   Warburg Dillon Read noted that over the periods analyzed, Sprint and the
Sprint FON group had outperformed AT&T Corp., the Standard & Poor's 500 index
and the index of local telephony companies. Warburg Dillon Read further noted
that Sprint and the Sprint FON group underperformed MCI WorldCom over the five
year period, but outperformed MCI WorldCom over the three year, the one year
and the January 4, 1999 to October 1, 1999 periods.

   Securities Research Analysts' Future Price Targets. Warburg Dillon Read
reviewed and analyzed future public market trading price targets for MCI
WorldCom common stock prepared and published by a number of securities research
analysts during the period from June 16, 1999 to September 28, 1999. These
targets reflected each analyst's estimate of the future public market trading
price of MCI WorldCom common stock at the end of the particular time period
considered for each estimate. The price targets ranged from $97 to $120 per
share.

   Comparable Public Companies Analysis. Warburg Dillon Read compared financial
information of MCI WorldCom with corresponding publicly available information
of AT&T Corp. and the Sprint FON group, which Warburg Dillon Read believed to
be appropriate for comparison. For each of these companies, Warburg Dillon Read
reviewed and focused on the following multiples, with all of the estimates
based on analysts' consensus estimates:

  . estimated 1999 P/E Ratios divided by the long-term estimated growth in
    earnings per share ("EPS"), finding a multiple range of 1.9x to 2.5x

  . estimated 2000 P/E Ratios divided by the earnings to long-term estimated
    growth in EPS, finding a multiple range of 1.6x to 2.2x

  . estimated 1999 P/E Ratios divided by the sum of the long-term estimated
    growth ratio in EPS and the dividend yield ("total return"), finding a
    multiple range of 1.5x to 2.3x and

  . estimated 2000 P/E Ratios divided by the total return, finding a multiple
    range of 1.4x to 2.1x.

   Taking into account the multiples reviewed, Warburg Dillon Read derived a
valuation range of $77 to $107 per share of MCI WorldCom common stock.

   Discounted Cash Flow Analysis. Warburg Dillon Read performed a discounted
cash flow analysis for MCI WorldCom using MCI WorldCom's management
projections, without giving effect to the merger. The discounted cash flow was
calculated assuming discount rates ranging from 10.5% to 11.5% and was
comprised of the sum of the present values of:

  . the projected unlevered free cash flows for the years 1999 though 2003

  . the anticipated future 2003 exit value based upon a range of multiples of
    13.0x to 15.0x estimated 2003 EBITDA and

  . the value of MCI WorldCom's non-core assets and investments.

   This analysis resulted in an implied equity value for MCI WorldCom, after
making adjustments for debt, preferred securities, cash and cash equivalents,
investments and option proceeds, ranging from approximately $99 to $118 per
share.

                                       65
<PAGE>

   Fairness Opinion Process. The preparation of a fairness opinion is a complex
process not susceptible to partial analysis or summary descriptions. Warburg
Dillon Read believes that its analyses and the summary set forth above must be
considered as a whole and that selecting portions of its analyses and the
factors considered by it, without considering all analyses and factors, could
create an incomplete view of the processes underlying the analyses set forth in
its opinion. In performing its analyses, Warburg Dillon Read made numerous
assumptions with respect to industry performance, general business, financial,
market and economic conditions and other matters, many of which are beyond the
control of Sprint or MCI WorldCom. The analyses which Warburg Dillon Read
performed are not necessarily indicative of actual values or actual future
results, which may be significantly more or less favorable than suggested by
such analyses. The analyses do not purport to be appraisals or to reflect the
prices at which a company might actually be sold or the prices at which any
securities may trade at the present time or at any time in the future.

   Warburg Dillon Read is an internationally recognized investment banking firm
that provides financial services in connection with a wide range of business
transactions. As part of its investment banking business, Warburg Dillon Read
regularly engages in the valuation of companies and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and other purposes. The Sprint board of directors retained Warburg
Dillon Read based on Warburg Dillon Read's familiarity with Sprint as well as
its substantial experience in transactions such as the merger.

   In the past, Warburg Dillon Read has rendered investment banking and
financial advisory services to Sprint and MCI WorldCom for which Warburg Dillon
Read received customary compensation. In addition, in the ordinary course of
its business, Warburg Dillon Read and its affiliates may actively trade the
securities of Sprint and MCI WorldCom for their own account and the accounts of
their customers and, accordingly, may at any time hold a long or short position
in their securities. Warburg Dillon Read and its affiliates, including UBS AG,
may have other business relationships with Sprint and its affiliates and MCI
WorldCom.

   Pursuant to the terms of its engagement letter with Warburg Dillon Read,
Sprint has agreed to pay to Warburg Dillon Read a fee for financial advisory
services in connection with the merger equal to (1) $250,000 payable on the
execution of the engagement letter and $250,000 payable on the first business
day of each month thereafter up to a maximum of $1,000,000, (2) $10,000,000
payable on the date that Warburg Dillon Read renders its opinion to the Sprint
board of directors and (3) $62,000,000 payable upon the completion of the
merger, with any fees payable pursuant to clauses (1) and (2) above to be
credited against any fees that become payable pursuant to clause (3) above. In
addition, if Sprint receives any "termination fee", "breakup fee", "topping
fee" or other similar form of compensation under the terms of the merger
agreement, up to $40,920,000 of such fee will be payable to Warburg Dillon
Read. Sprint has also agreed to reimburse Warburg Dillon Read for its
reasonable out-of-pocket expenses, including reasonable fees and disbursements
of its legal counsel, and to indemnify Warburg Dillon Read against various
liabilities, including liabilities under the federal securities laws. As of the
date of this proxy statement/prospectus, Warburg Dillon Read had incurred
approximately $230,000 of out-of-pocket expenses.

MCI WorldCom's Reasons for the Merger and the MCI WorldCom Board of Directors'
Recommendation

 Reasons for the Merger

  The MCI WorldCom board of directors believes that the merger will produce a
dramatically more effective competitor in the global telecommunications
marketplace. The combined company will have the capital and proven marketing
strength to compete more effectively against incumbent carriers, domestically
and abroad, and to provide a full range of services to residential and business
customers on its owned, end-to-end, state-of-the-art networks. Additionally,
the MCI WorldCom board of directors expects that the combined company will be a
leader in the fastest growing areas of global communications services, offering
innovative broadband, "all-distance" services to businesses and homes, and
nationwide digital wireless voice and data services. The combined company had
approximately $57 billion in 1999 revenues and will provide a complete range of
local, long distance, Internet and international communications services.

                                       66
<PAGE>

   In particular, the MCI WorldCom board of directors believes that the
combination of MCI WorldCom and Sprint will enable the combined company to:

  . offer a unique broadband access alternative to both cable and traditional
    telephony providers in the United States through a combination of digital
    subscriber line facilities and fixed wireless access using the combined
    company's "wireless cable" spectrum

  . continue to lead the industry with innovative service offerings for
    consumer and business customers and

  . continue as an effective competitor in the wireless market in the United
    States.

   The MCI WorldCom board of directors has concluded that the merger will
create substantial opportunities for cost savings and operating efficiencies.
MCI WorldCom estimates that annual cash operating cost savings and operating
efficiencies of $1.9 billion are achievable in 2001, the expected first full
year of the combination, increasing to $3.0 billion in 2004. These cost savings
and operating efficiencies are anticipated primarily to result from better
utilization of the combined networks and other operational savings. In
addition, capital expenditure savings of $1.3 billion are expected in 2001 and
beyond. These savings are anticipated to result primarily from economies of
scale and procurement efficiencies. There can, however, be no assurance that
any specific level of cost savings or other operating efficiencies will be
achieved.

   MCI WorldCom estimates that the cost savings and operating efficiencies set
forth below are achievable as a result of the merger. These cost saving and
operating efficiency estimates are net of the expenses MCI WorldCom estimates
will be incurred to achieve these savings. MCI WorldCom is in the process of
developing its plan to integrate the operations of Sprint which may include
some costs. As a result of this plan, a charge, which may be material but which
cannot be quantified at this time, is expected to be recognized in the period
in which this transaction occurs.

                 Cost Saving and Operating Efficiency Estimates

<TABLE>
<CAPTION>
                                                 Fiscal Year      Cumulative
                                                     Ended       Fiscal Years
                                               December 31, 2001  2001 to 2004
                                              ------------------ -------------
                                                       (In billions)
<S>                                           <C>                <C>
Pre-tax cash operating cost savings and
 operating efficiencies
Network......................................        $0.5            $3.4
Sales, general and administrative............         1.3             5.5
Other........................................         0.1             0.8
                                                     ----            ----
  Total......................................        $1.9            $9.7
                                                     ====            ====
Capital expenditure savings..................        $1.3            $5.2
                                                     ====            ====
</TABLE>

   Network. Network cost savings and operating efficiencies are anticipated to
be realized primarily as a result of reduced domestic and international network
costs. As a result of Sprint's and MCI WorldCom's extensive local and long
distance networks, the combined company will carry an increased proportion of
its domestic and international traffic on its own facilities resulting in a
reduction in leased line costs and access costs associated with switched
traffic. MCI WorldCom estimated the magnitude of potential cost savings in this
area using various assumptions, including:

  . the magnitude of MCI WorldCom's and Sprint's projected costs for
    terminating traffic domestically and internationally

  . the mix of these costs between different categories such as access,
    direct access lines and leased lines and entry facilities and

  . the proportion of the projected costs that net of implementation costs
    could be eliminated as a result of combining MCI WorldCom's and Sprint's
    activities.

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<PAGE>

   Sales, General and Administrative. The increased scale of activities in the
combined company's operations will result in opportunities to reduce costs by
avoiding expenditures on duplicative activities, greater purchasing power and
the adoption of best practices in cost containment across the combined company
resulting in a reduction in sales, general and administrative expenses. MCI
WorldCom estimated the magnitude of potential cost savings in this area using
various assumptions, including:

  . the magnitude of MCI WorldCom's and Sprint's sales, general and
    administrative expense category such as sales, accounting and finance and
    information services and

  . the proportion of projected costs that net of implementation costs could
    be eliminated as a result of combining MCI WorldCom's and Sprint's
    activities.

   Other. Other cost savings and operating efficiencies are expected to be
realized as a result of the elimination of duplicated overseas initiatives and
the ability to route a greater proportion of long distance and local traffic
from the Sprint PCS group's activities on the combined company's network. MCI
WorldCom estimated the magnitude of potential cash benefits in this area using
various assumptions, including:

  . the magnitude of costs associated with duplicated overseas initiatives
    and

  . the additional proportion of the Sprint PCS group's long distance and
    local traffic that could be carried on the combined company's network as
    a result of the merger and the resulting benefit to the combined company.

   Capital Expenditure Savings. Capital expenditure savings are expected to be
realized primarily in domestic long distance network activities. Capital
expenditures relating to the combined company's long distance activities will
be reduced as a result of avoided duplicative fixed capital expenses and the
cost benefits realized from greater purchasing efficiencies. MCI WorldCom
estimated the magnitude of potential savings in this category using various
assumptions, including:

  . the magnitude of MCI WorldCom's and Sprint's long distance and other
    capital expenditures and

  . the proportion of the projected costs that net of implementation costs
    could be eliminated as a result of combining MCI WorldCom's and Sprint's
    activities.

   Specific business strategies necessary to realize the anticipated cost
savings and operating efficiencies will include:

  . coordinating the purchasing activities of the combined company to ensure
    that potential purchasing efficiencies are achieved

  . coordinating network operations to ensure that to the extent possible
    economically attractive traffic is carried on the network of the combined
    company domestically and overseas

  . coordinating local activities of the combined company to eliminate
    unnecessary duplication

  . adopting best practices in cost control throughout the combined company
    and

  . coordinating capital expenditure programs of the combined company to
    eliminate unnecessary duplication.

   In addition to cost savings, the MCI WorldCom board of directors believes
that the merger offers the prospect of significant revenue benefits as a result
of churn reduction from bundling a broader range of services, cross selling to
a larger customer base and the development of new services.

   For the reasons described above, the MCI WorldCom board of directors
believes that the merger agreement and the merger are in the best interests of
MCI WorldCom and its shareholders. In reaching its conclusion, the MCI WorldCom
board of directors considered, among other things:

   1. the judgment, advice and analyses of its management recommending the
      merger

   2. the financial condition, results of operations and cash flows of MCI
      WorldCom and Sprint, both on a historical and a prospective basis

                                       68
<PAGE>

   3. the cost reductions and operating efficiencies as described above that
      it believed would be available to the combined enterprise as a result
      of the merger

   4. the many management challenges associated with successfully integrating
      the businesses of two major corporations

   5. MCI WorldCom's successful integration of MCI Communications

   6. the strategic benefits of the merger and the anticipated environment in
      the telecommunications industry

   7. the ability for MCI WorldCom to enter the wireless business in the
      United States and offer a full range of services to residential and
      business customers

   8. the terms and conditions of the merger agreement

   9. historical market prices and trading information with respect to MCI
      WorldCom common stock and Sprint common stock

  10. the terms and conditions of the Sprint PCS common stock

  11. Salomon Smith Barney's fairness opinion dated as of October 4, 1999,
      and its presentation to the MCI WorldCom board of directors, as
      described under "The Merger--Opinion of MCI WorldCom's Financial
      Advisor"

  12. the likelihood of receiving regulatory clearance for the merger

  13. current industry, economic and market conditions and

  14. the percentage ownership of the combined company to be owned by holders
      of MCI WorldCom common stock.

   This discussion of the information and factors considered by the MCI
WorldCom board of directors in making its decision is believed to include all
material factors considered by the MCI WorldCom board of directors. In view of
the variety of factors considered in connection with its evaluation of the
proposed merger, the MCI WorldCom board of directors did not find it
practicable to and did not quantify or otherwise assign relative weights to the
specific factors considered in reaching its determination. In addition,
individual members of the MCI WorldCom board of directors may have given
different weight to different factors.

   The MCI WorldCom board of directors considered all of these factors as a
whole, and overall considered the factors to be favorable. However, the overall
view of the MCI WorldCom board of directors was that factors 4 and 12 described
above were uncertainties or risks relating to the merger, but that the other
reasons and factors described above were generally considered favorable.

 Recommendation of the MCI WorldCom Board of Directors

   After careful consideration, the MCI WorldCom board of directors has
determined that the merger and the terms of the merger agreement are advisable,
fair to and in the best interests of MCI WorldCom and its shareholders and
recommends that MCI WorldCom shareholders vote FOR approval of the merger
agreement.

Opinion of MCI WorldCom's Financial Advisor

   Salomon Smith Barney has acted as the financial advisor to MCI WorldCom in
connection with the merger. On October 4, 1999, Salomon Smith Barney stated in
a presentation to the MCI WorldCom board of directors its oral opinion,
subsequently confirmed in writing, that, as of such date and based upon and
subject to the factors and assumptions set forth in the presentation, the FON
exchange ratio and the consideration to be paid by MCI WorldCom to holders of
Sprint PCS common stock in the merger, taken as a whole, was fair, from a
financial point of view, to MCI WorldCom.

                                       69
<PAGE>

   While the FON exchange ratio and the PCS exchange ratio have been adjusted
to reflect both MCI WorldCom's three-for-two stock split in the form of a 50%
stock dividend which was distributed on December 30, 1999 and Sprint's two-for-
one stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000, the Salomon Smith Barney opinion,
the summary of the Salomon Smith Barney opinion and the procedures and analyses
described below refer to the FON exchange ratio and the PCS exchange ratio
contemplated as of the date of the Salomon Smith Barney opinion.

   The full text of the written opinion, which sets forth the assumptions made,
procedures followed and matters considered by Salomon Smith Barney, is set
forth as Annex 4 to this proxy statement/prospectus. MCI WorldCom shareholders
are urged to read carefully Salomon Smith Barney's opinion in its entirety.

   The opinion and presentation of Salomon Smith Barney to the MCI WorldCom
board of directors, in connection with which Salomon Smith Barney was requested
to evaluate, among other things, the fairness from a financial point of view of
the FON exchange ratio and consideration to be paid by MCI WorldCom to holders
of Sprint PCS common stock in the merger, taken as a whole, to MCI WorldCom,
was only one of many factors taken into consideration by the MCI WorldCom board
of directors in making its determination to approve the merger and the merger
agreement. No limitations were imposed by the MCI WorldCom board of directors
upon Salomon Smith Barney with respect to the investigation made or the
procedures followed by Salomon Smith Barney in rendering its opinion.

   Salomon Smith Barney's opinion should be read carefully and in its entirety.
It is directed only to the fairness, from a financial point of view, of the FON
exchange ratio and consideration to be paid by MCI WorldCom to holders of
Sprint PCS common stock in the merger, taken as a whole, to MCI WorldCom, and
does not address the underlying business decision of MCI WorldCom to effect the
merger or constitute a recommendation to any MCI WorldCom shareholder as to how
such holder should vote with respect to the merger. It also does not constitute
an opinion or imply any conclusion of Salomon Smith Barney as to the likely
trading range for the MCI WorldCom common stock, Sprint FON common stock or
Sprint PCS common stock following the announcement or completion of the merger,
which may vary.

   In connection with rendering its opinion, Salomon Smith Barney reviewed
selected publicly available information concerning MCI WorldCom and Sprint and
other financial information concerning MCI WorldCom and Sprint, including
financial forecasts and estimates of synergies, that were provided to Salomon
Smith Barney by MCI WorldCom and Sprint. Salomon Smith Barney discussed the
business operations and financial conditions of MCI WorldCom and Sprint as well
as other matters Salomon Smith Barney believed to be relevant to its inquiry,
including matters relating to the obtaining of regulatory approvals for the
merger, with officers and employees of MCI WorldCom and Sprint. Salomon Smith
Barney also considered such other information, financial studies, analyses,
investigations and financial, economic and market criteria that it deemed
relevant.

   In its review and analysis and in arriving at its opinion, Salomon Smith
Barney assumed and relied upon, without assuming any responsibility for
verification, the accuracy and completeness of the financial and other
information, including information relating to the obtaining of regulatory
approvals for the merger, reviewed by Salomon Smith Barney. With respect to MCI
WorldCom's and Sprint's financial forecasts, Salomon Smith Barney assumed that
they had been reasonably prepared on bases reflecting the best then currently
available estimates and judgments of the managements of MCI WorldCom and
Sprint, as to the future financial performance of MCI WorldCom and Sprint,
respectively. Salomon Smith Barney expressed no opinion with respect to such
forecasts or the assumptions on which they are based. Salomon Smith Barney
assumed that the estimates of synergies had been reasonably prepared on bases
reflecting the best then currently available estimates and judgments of the
management of MCI WorldCom and Sprint. Salomon Smith Barney expressed no
opinion with respect to such estimates or the assumption on which they were
based. Salomon Smith Barney did not make, obtain or assume any responsibility
for making or obtaining any independent evaluations or appraisals of any of the
assets, including properties and facilities, or liabilities of MCI WorldCom or
Sprint. The Salomon Smith Barney opinion was necessarily based upon conditions
as they existed and could be evaluated on October 4, 1999.

                                       70
<PAGE>

   In connection with rendering its opinion to the MCI WorldCom board of
directors, Salomon Smith Barney performed financial analyses which it presented
to the MCI WorldCom board of directors, the material portions of which are
summarized below. Salomon Smith Barney believes that its analyses must be
considered as a whole and that selecting portions of such analyses and the
factors considered therein, without considering all such analyses and factors,
could create an incomplete view of the analyses and the process underlying its
opinion. While the conclusions reached in connection with each analysis were
considered carefully by Salomon Smith Barney in arriving at its opinion,
Salomon Smith Barney made various subjective judgments in arriving at its
opinion and did not consider it practicable to, nor did it attempt to, assign
relative weights to the individual analyses and specific factors considered in
reaching its opinion.

   The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. In
addition, the process of preparing a fairness opinion necessarily requires a
broad range of subjective judgments with respect to appropriate comparable
companies and transactions, appropriate multiples of various selected financial
data, appropriate discount rates and other financial and other factors.
Analyses and estimates of the values of companies do not purport to be
appraisals or necessarily reflect the prices at which companies or their
securities actually may be sold. No public company utilized as a comparison is
identical to MCI WorldCom or Sprint, and none of the other business
combinations utilized as a comparison is identical to the proposed merger.
Accordingly, any analysis of publicly traded comparable companies or comparable
business combinations is not mathematical; rather, it involves complex
considerations and judgments concerning differences in financial and operating
characteristics of the companies involved and other factors that could affect
the public trading value of the companies or company to which they are being
compared. The range of valuation for any particular analysis should not be
taken to be the view of Salomon Smith Barney of the actual value of MCI
WorldCom or Sprint.

   The following is a summary of the material financial analyses used by
Salomon Smith Barney in connection with providing its opinion to the MCI
WorldCom board of directors. The summaries below include information presented
in tabular format. In order to fully understand such financial analyses used by
Salomon Smith Barney, the tables must be read with the text of each summary.
The tables alone do not constitute a complete description of the financial
analyses. See "Risk Factors Relating to the Merger".

(1) Historical Stock Price Performance

   Salomon Smith Barney reviewed the relationship between movements of Sprint
FON common stock, MCI WorldCom common stock, AT&T Corp. common stock and Qwest
Communications common stock for the period from and including November 24, 1998
through September 30, 1999. Salomon Smith Barney noted that during the period
analyzed, Sprint FON common stock had appreciated 48% compared to 22%, 4% and
46% for MCI WorldCom, AT&T Corp. and Qwest Communications, respectively.
Salomon Smith Barney also reviewed the trading volume and price history of
Sprint FON common stock for the period from and including November 24, 1998
through September 30, 1999 and the trading volume and price history of MCI
WorldCom common stock for the period from January 1, 1998 through September 30,
1999.

   Salomon Smith Barney also reviewed the relationship between movements of
Sprint PCS common stock, Aerial Communications common stock, NEXTEL
Communications common stock, Omnipoint Corporation common stock, Powertel
common stock and VoiceStream Wireless common stock for the period from January
1, 1999 through September 30, 1999. Salomon Smith Barney noted that during the
period analyzed, Sprint PCS common stock had appreciated 237% compared to 325%,
162%, 458%, 270% and 201% for Aerial Communications, Inc, NEXTEL
Communications, Inc., Omnipoint Corporation, Powertel, Inc. and VoiceStream
Wireless Corporation, respectively. Salomon Smith Barney also reviewed the
trading volume and price history of Sprint PCS common stock for the period from
January 1, 1999 through September 30, 1999.

(2) Historical Exchange Ratio Analysis

   Salomon Smith Barney reviewed the implied historical exchange ratio between
MCI WorldCom common stock and Sprint FON common stock determined by dividing
the price per share of Sprint FON common stock

                                       71
<PAGE>

by the price per share of MCI WorldCom common stock for the ten, six, three and
one month intervals ending September 23, 1999, the last trading day prior to
public reports regarding the possibility of the merger. The review indicated
that during this period the closing prices of Sprint FON common stock and MCI
WorldCom common stock on September 23, 1999 implied an exchange ratio of 0.65
and indicated the following high, low and average implied historical exchange
ratios during these periods:

<TABLE>
<CAPTION>
                   High Implied                 Low Implied                 Average Implied
                  Exchange Ratio               Exchange Ratio               Exchange Ratio
                  --------------               --------------               ---------------
<S>               <C>                          <C>                          <C>
1 month                0.67                         0.57                         0.61
3 months               0.68                         0.55                         0.60
6 months               0.68                         0.53                         0.60
10 months              0.68                         0.49                         0.58
</TABLE>

(3) Synergies

   Salomon Smith Barney reviewed the synergy estimates provided by the
managements of MCI WorldCom and Sprint. The synergy estimates reflect only the
incremental benefits expected by the managements of MCI WorldCom and Sprint to
result from the merger as compared to MCI WorldCom on a stand-alone basis, and
exclude any revenue synergies. Salomon Smith Barney then estimated the present
value as of September 30, 1999 of the future streams of after-tax cash flows
generated by those synergies, by applying discount rates reflecting a weighted
average cost of capital ranging from 9.25% to 10.25% per annum to such cash
flows through 2004 and by adding a terminal value determined by projecting a
range of nominal perpetual synergy growth rates ranging from -0.5% to 4.0%.
This analysis resulted in a range of values for the synergies of $25.3 billion
to $35.8 billion, representing a range of synergy value per fully diluted share
of Sprint FON common stock from approximately $27 to $39. This synergy value
range was a factor in several of the other analyses performed by Salomon Smith
Barney as discussed below. As described above under "--MCI WorldCom's Reasons
for the Merger and the MCI WorldCom Board of Directors' Recommendation", the
estimates of achievable cost synergies are based on numerous estimates,
assumptions and judgments and are subject to significant uncertainties. Actual
results may vary from the synergy estimates and the variations may be material.

(4) Business Division Analysis of the Sprint FON Group

   Salomon Smith Barney arrived at a range of values for the Sprint FON group
by separately valuing its long distance division, its local services division
and its remaining other assets. Salomon Smith Barney utilized two principal
valuation methodologies in valuing these business divisions: a public market
analysis and a private market analysis. Public market analysis analyzes a
division's operating performance and outlook relative to a group of publicly
traded peer companies to determine an implied unaffected market trading value.
Private market analysis provides a valuation range based upon financial
information of companies in the same or similar industries as the business
division which have been acquired in selected recent transactions. No company
used in the public market or private market analyses described below is
identical to the respective business division of Sprint. Accordingly, an
analysis of the data described below necessarily involves complex
considerations and judgments concerning differences in financial and operating
characteristics of the business divisions and other facts that could affect the
public trading value or the acquisition value of the companies to which they
are being compared.

Sprint's Long Distance Division

   Public Market Analysis. Salomon Smith Barney compared selected financial
information of Sprint's long distance division with corresponding publicly
available information of AT&T Corp. and MCI WorldCom, which Salomon Smith
Barney believed to be appropriate for comparison. Salomon Smith Barney reviewed
the multiplies of firm value to estimated 2000 EBITDA, and to estimated 2000
EBIT, represented by the trading prices of the selected group of companies.
Using this information and other factors relevant in the valuation of Sprint's
long distance division, Salomon Smith Barney determined an estimated 2000
EBITDA multiple range

                                       72
<PAGE>

of 7.5x to 8.5x and an estimated 2000 EBIT multiple range of 12.0x to 13.0x.
This analysis resulted in a valuation of Sprint's long distance division
ranging from a low average of $22.7 billion to a high average of $25.2 billion.
Actual results of Sprint's long distance division may vary from the EBITDA and
EBIT estimates and the variations may be material.

   Private Market Analysis. Salomon Smith Barney reviewed and analyzed selected
financial, operating and stock market information relating to the following
comparable selected transactions involving long distance telecommunications
companies:

  .  Cincinnati Bell Inc./IXC Communications, Inc.

  .  Global Crossing Ltd./Frontier Corporation

  .  Teleglobe, Inc./Excel Communications, Inc.

  .  Qwest Communications International, Inc./LCI International Inc.

  .  Intermedia Communications Inc./National Telecommunications of Florida

  .  IXC Communications, Inc./Network Long Distance Inc.

  .  Intermedia Communications Inc./LDS Communications Group

  .  Teleport Communications Group Inc./ACC Corporation

  .  WorldCom, Inc./MCI Communications Corporation

  .  LCI International Inc./USLD Communications Corp.

  .  Excel Communications, Inc./Telco Communications, Inc.

  .  British Telecommunications plc/MCI Communications Corporation

  .  ACC Corporation/ACC TelEnterprises and

  .  Tel-Save Holdings, Inc./TOTAL-TEL USA, Inc.

Salomon Smith Barney reviewed the multiples of firm value to estimated forward
EBITDA represented by the transaction prices of the subject companies. Using
this information and other factors relevant in the valuation of Sprint's long
distance division, Salomon Smith Barney determined an estimated 2000 EBITDA
multiple range of 9.0x to 11.0x. This analysis resulted in a valuation of
Sprint's long distance division ranging from $27.1 billion to $33.2 billion.
Actual results of Sprint's long distance division may vary from the EBITDA
estimate and the variations may be material.

Sprint's Local Services Division

   Public Market Analysis. Salomon Smith Barney compared selected financial
information of Sprint's local services division with the following group of
companies that Salomon Smith Barney believed to be appropriate for comparison:

  .  ALLTEL Corporation

  .  CenturyTel, Inc.

  .  Cincinnati Bell Inc. and

  .  TDS.

Salomon Smith Barney reviewed the multiples of firm value to estimated 2000
EBITDA, 2000 EBIT, and number of local access lines as of June 30, 1999. Using
this information and other factors relevant in the valuation of Sprint's local
services division, Salomon Smith Barney determined an estimated 2000 EBITDA
multiple range of 7.0x to 8.0x, an estimated 2000 EBIT multiple range of 12.5x
to 14.5x and an access lines

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<PAGE>

multiple range of $2,500 to $2,750. This analysis resulted in a valuation of
Sprint's local services division ranging from a low average of $20.0 billion to
a high average of $22.8 billion. Actual results of Sprint's local services
division may vary from the EBITDA and EBIT estimates and the variations may be
material.

   Private Market Analysis. Salomon Smith Barney reviewed and analyzed selected
financial, operating and stock market information relating to the following
selected transactions involving comparable local carrier companies:

  .  Citizens/GTE Access Lines

  .  CenturyTel, Inc./GTE Access Lines

  .  Qwest Communications International, Inc./U S West Inc.

  .  CenturyTel, Inc./GTE Access Lines

  .  Alaska Communications Systems/Anchorage Telephone Utility

  .  Alaska Communications Systems/CenturyTel's Alaska Businesses

  .  Madison River Telephone/Gulf Telephone

  .  Citizens Utilities/U S WEST Access Lines

  .  ALLTEL Corporation/Aliant Communications, Inc.

  .  Bell Atlantic Corporation/GTE Corporation

  .  SBC Communications Inc./Ameritech Corporation

  .  Gallatin River/Sprint Access Lines

  .  CenturyTel, Inc./Ameritech Access Lines and

  .  SBC Communications Inc./Southern New England Telephone Corporation.

Salomon Smith Barney reviewed the multiples of firm value to estimated 2000
EBITDA represented by the share prices of the subject companies. Using this
information and other factors relevant in the valuation of Sprint's local
services division, Salomon Smith Barney determined an estimated 2000 EBITDA
multiple range of 9.0x to 9.5x. This analysis resulted in a valuation of
Sprint's local services division ranging from $25.0 billion to $26.4 billion.
Actual results of Sprint's local services division may vary from the EBITDA
estimates and the variations may be material.

Sprint's Other Assets

   Salomon Smith Barney performed a public market analysis and private market
analysis on Sprint's other assets, which consist of publishing, North Supply,
Global One, CLEC/ION, Call-Net, EarthLink and the Sprint FON group's inter-
group interest in the Sprint PCS group. The public market analysis of Sprint's
other assets resulted in a valuation of such assets ranging from $6.7 billion
to $7.7 billion. The private market analysis on the Sprint other assets
resulted in a valuation of such assets ranging from $7.6 billion to $8.8
billion.

Total Sprint FON Group Valuation

   By combining the stand-alone valuations for Sprint's long distance division,
Sprint local services and Sprint's other assets described above and making
adjustments for outstanding debt, this analysis resulted in a valuation range
for the Sprint FON group's aggregate equity of $45.8 billion to $51.9 billion,
or approximately $49 to $56 per share, using the public market analysis and
$56.0 billion to $64.5 billion, or approximately $60 to $70 per share, using
the private market analysis.

   Incorporating the mid-point valuation for transaction synergies noted above,
the total public market valuation for the Sprint FON group would be
approximately $81 to $88 per share of Sprint FON common

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<PAGE>

stock. This compares to a value of $76 per share of Sprint FON common stock
(based on the price of MCI WorldCom common stock on the date of the merger
agreement) to be received by Sprint FON common stockholders plus a value of
approximately $6 per share of Sprint FON common stock to be received by Sprint
PCS common stockholders.

   Because each transaction considered in Salomon Smith Barney's private market
analysis is based on the market conditions, industry dynamics and other
circumstances specific to that transaction, Salomon Smith Barney believes that
the relatively short list of transactions of this size and the absence of any
transaction utilizing a comparable structure makes the private market analysis
less relevant.

(5) Discounted Cash Flow Segment Analysis of the Sprint FON Group

   Salomon Smith Barney performed a discounted cash flow analysis of the Sprint
FON group's principal business segments to provide insight into the intrinsic
value of the Sprint FON group based on projected earnings and capital
requirements and cash flows generated by those business segments. The Sprint
FON group business segments analyzed included long distance, local, ION,
publishing, North Supply and corporate/other. Salomon Smith Barney estimated
the Sprint FON group segment discounted cash flow by using, for each of these
business segments, as appropriate, a discount rate reflecting a weighted
average cost of capital and selected terminal value multiples in the ranges set
forth below.

<TABLE>
<CAPTION>
                  Weighted Average   Selected Terminal Multiples (x) /
Segment          Cost of Capital (%)     Perpetual Growth Rate (%)
- -------          ------------------- ---------------------------------
<S>              <C>                 <C>
Long Distance        9.25%-10.25%                8.5x-9.5x
Local                8.75%-9.75%                 8.0x-9.0x
ION                 13.00%-14.00%                8.0x-10.0x
Publishing           9.00%-10.00%                8.0x-10.0x
North Supply         9.75%-10.75%                9.0x-11.0x
Corporate/Other      9.50%-10.50%               3.50%-4.50%
</TABLE>

   Based on these discount rates, terminal multiples, perpetuity growth rates
and adjustments, and after combining the individual values to calculate a
combined value, this analysis resulted in implied per share values for Sprint
FON common stock ranging from approximately $57 to $69. Incorporating the mid-
point valuation for transaction synergies noted above, the total valuation for
the Sprint FON group would be approximately $89 to $101 per share of Sprint FON
common stock. This compares to a value of $76 per share of Sprint FON common
stock (based on the price of MCI WorldCom common stock on the date of the
merger agreement) to be received by Sprint FON common stockholders plus a value
of approximately $6 per share of Sprint FON common stock to be received by
Sprint PCS common stockholders.

(6) Public Market Analysis of the Sprint PCS Group

   Salomon Smith Barney estimated a range of values for the Sprint PCS group by
performing a public market analysis of the Sprint PCS group. Salomon Smith
Barney compared selected financial information of the Sprint PCS group with the
following group of wireless companies that Salomon Smith Barney believed to be
appropriate for comparison:

   .  Aerial Communications, Inc.

   .  Nextel Communications, Inc.

   .  Omnipoint Corporation

   .  Powertel, Inc. and

   .  VoiceStream Wireless Corporation.

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<PAGE>

   Salomon Smith Barney reviewed the multiples of firm value to population,
adjusted for proportionate equity interest and spectrum ownership, in the
Sprint PCS group market area as of June 30, 1999, referred to as "Adjusted
POPs", number of subscribers as of June 30, 1999, referred to as "Subscribers",
and Last Quarter Annualized Service Revenues, referred to as "LQA Service
Revenues". Using this information and other factors relevant in the valuation
of the Sprint PCS group, Salomon Smith Barney determined an estimated Adjusted
POPs multiple range of $230 to $250, an estimated Subscribers multiple range of
$9,000 to $12,000 and an estimated LQA Service Revenues multiple range of 19.0x
to 23.0x. This analysis resulted in a valuation of the Sprint PCS group, based
on Adjusted POPs of 199.2 million, 4.0 million Subscribers and LQA Service
Revenues of $2.4 billion, ranging from a low average of $42.3 billion to a high
average of $50.8 billion. After making adjustments for outstanding net debt,
this analysis resulted in a valuation for the Sprint PCS group's aggregate
equity of $32.9 billion to $41.4 billion, or approximately $61 to $77 per
share.

(7) Discounted Cash Flow of the Sprint PCS Group

   Salomon Smith Barney also performed a discounted cash flow analysis of the
Sprint PCS group. Salomon Smith Barney performed this analysis using a discount
rate reflecting a weighted average cost of capital ranging from 10.5% to 11.5%
and a multiple of terminal EBITDA ranging from 11.5x to 12.5x. This analysis
resulted in implied per share values for Sprint PCS common stock ranging from
approximately $69 to $83.

(8) MCI WorldCom Valuation Analysis

   Salomon Smith Barney also performed a discounted cash flow analysis of MCI
WorldCom. Salomon Smith Barney estimated the MCI WorldCom discounted cash flow
value by using a discount rate reflecting a weighted average cost of capital
ranging from 11.50% to 12.50% and a multiple of terminal EBITDA ranging from
9.5x to 11.5x. This analysis resulted in implied per share values for MCI
WorldCom common stock ranging from approximately $81 to $100.

   Salomon Smith Barney also applied projected 1999, 2000 and 2001 earnings per
share ("EPS") and EPS growth rate of MCI WorldCom common stock to a growth-
adjusted price to earnings multiple ("P/E/G") of a group of long distance
companies, including AT&T, Sprint, Qwest and Global Crossing, which Salomon
Smith Barney determined to be comparable to MCI WorldCom. Similarly, Salomon
Smith Barney applied a growth-adjusted Firm Value to EBITDA multiple, derived
from the same group of comparable long distance companies, to MCI WorldCom's
projected EBITDA and growth rate. These growth adjusted multiple analyses
yielded a price per share range for MCI WorldCom common stock of approximately
$77 to $94.

   In addition, Salomon Smith Barney reviewed the recommendations and price
targets of Wall Street research analyst estimates. Actual results may vary from
such estimates and the variations may be material. MCI WorldCom takes no
responsibility for any of the research analyst estimates.

   Salomon Smith Barney is an internationally recognized investment banking
firm that regularly engages in the valuation of companies and their securities
in connection with mergers and acquisitions, negotiated underwritings,
competitive bids, secondary distributions of listed and unlisted securities,
and corporate, estate and other purposes. MCI WorldCom retained Salomon Smith
Barney as a financial advisor because of its reputation, expertise in the
valuation of companies and substantial experience in transactions such as the
merger.

   In the past Salomon Smith Barney has rendered investment banking services to
MCI WorldCom for which it has been paid fees. Pursuant to an engagement letter
dated September 29, 1999, MCI WorldCom agreed to pay Salomon Smith Barney a fee
of:

  . $3 million upon the execution of the merger agreement

  . $3 million upon receipt of requisite shareholder approvals to complete
    the merger

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<PAGE>

  . $24 million upon completion of the merger and

  . up to $2.5 million, upon completion of the merger, in the sole discretion
    of MCI WorldCom, based on Salomon Smith Barney's performance of its
    obligations within the scope of its role as financial advisor.

   In addition, if MCI WorldCom receives a termination fee under the terms of
the merger agreement or any profit resulting from any shares (or option to
acquire shares or assets) of Sprint acquired in connection with the proposed
merger during the term of the Salomon Smith Barney engagement letter, or within
18 months thereafter, Salomon Smith Barney will receive a termination fee equal
to the lesser of (1) 5% of all such fees or profits, net of direct out-of-
pocket expenses incurred by MCI WorldCom in connection with the proposed merger
or in obtaining such termination fees or profits, and (2) $15 million less
other amounts paid or payable under the engagement letter.

   Additionally, MCI WorldCom has agreed to reimburse Salomon Smith Barney for
reasonable out-of-pocket expenses, including, without limitation, reasonable
fees and expenses of Salomon Smith Barney's legal counsel, provided that this
reimbursement will not exceed $250,000 in the aggregate without MCI WorldCom's
prior written consent. As of the date of this proxy statement/prospectus,
Salomon Smith Barney has incurred approximately $41,000 of out-of-pocket
expenses. MCI WorldCom has also agreed to indemnify Salomon Smith Barney and
related persons against liabilities, including liabilities under the federal
securities laws, related to or arising out of its engagement. In the ordinary
course of business, Salomon Smith Barney or its affiliates may actively trade
the securities of MCI WorldCom and Sprint for its own account and for the
accounts of its customers and, accordingly, at any time may hold a long or
short position in such securities.

Interests of Sprint Directors and Executive Officers in the Merger

   In considering the recommendation of the Sprint board of directors in favor
of the merger and the merger agreement, Sprint stockholders should be aware
that directors and executive officers of Sprint have interests in the merger as
directors or executive officers that are different from, or in addition to, the
interests of Sprint stockholders generally, as described below.

   These additional interests relate to, among other things, the effect of the
merger on employment and benefit arrangements to which directors and executive
officers are parties or under which they have rights. These interests, to the
extent material, are described below. The Sprint board of directors recognized
these interests and determined that the interests neither supported nor
detracted from the fairness of the merger to (1) the holders of Sprint FON
common stock, taken as a separate class, (2) the holders of Sprint PCS common
stock, taken as a separate class, or (3) the holders of Sprint common stock,
taken as a whole.

 Board of Directors

   MCI WorldCom and Sprint have agreed that the WorldCom board of directors, at
the completion of the merger, will consist of 16 members, 6 of whom will
initially be designated by Sprint from among the existing directors of Sprint.

 Ownership of Sprint Capital Stock; Stock Options

   On December 14, 1999, the Sprint board of directors authorized a two-for-one
stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000. All numbers of Sprint PCS common
shares and options in the following discussion have been retroactively restated
to reflect this stock split.

   As of December 31, 1999, directors and executive officers of Sprint
beneficially owned:

  .  an aggregate of 4,570,719 shares of Sprint series 1 FON common stock (or
     approximately 0.6% of the then outstanding Sprint FON common stock) and

  .  an aggregate of 2,772,876 shares of Sprint series 1 PCS common stock (or
     approximately 0.3% of the then outstanding Sprint PCS common stock),

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<PAGE>

in each case excluding shares of Sprint series 1 FON common stock and Sprint
series 1 PCS common stock that may be acquired upon the exercise of outstanding
options.

   As of December 31, 1999, directors and executive officers of Sprint held:

  .  options to purchase an aggregate of 16,476,285 shares of Sprint series 1
     FON common stock, of which 3,591,745 were exercisable and

  .  options to purchase an aggregate of 8,704,810 shares of Sprint series 1
     PCS common stock, of which 1,964,469 were exercisable.

   Most of Sprint's stock option plans provide that options outstanding for a
year at the time of the Sprint special meeting will become fully vested, if not
previously vested, and exercisable upon the adoption by the Sprint stockholders
of the merger agreement, although some options held by directors of Sprint
would not become fully vested and exercisable until completion of the merger.
As of December 31, 1999, options to purchase 10,313,124 shares of Sprint series
1 FON common stock and 5,725,158 shares of Sprint series 1 PCS common stock
held by directors and executive officers would vest early upon the adoption by
the Sprint stockholders of the merger agreement, unless otherwise agreed to by
the individual directors and executive officers.

   As of December 31, 1999, the following executive officers owned the number
of shares of Sprint FON common stock, Sprint PCS common stock and options to
purchase shares of Sprint FON common stock and Sprint PCS common stock shown in
the table below. Assuming:

  .  completion of the merger

  .  their continued employment until the completion of the merger

  .  no change in their share and option ownership and

  .  a FON exchange ratio of 1.8342,

the executive officers would own the number of shares of WorldCom common stock
and WorldCom series 1 PCS common stock and hold options to purchase the number
of shares of WorldCom common stock and WorldCom series 1 PCS common stock shown
in the table below:

<TABLE>
<CAPTION>
                              William T. Ronald T. Kevin B. Arthur B. Andrew J.
                                Esrey      LeMay    Brauer   Krause   Sukawaty
                              ---------- --------- -------- --------- ---------
<S>                           <C>        <C>       <C>      <C>       <C>
Shares of Sprint FON common
 stock......................   2,132,868   910,314  28,741    329,002      180

Shares of Sprint PCS common
 stock......................   1,170,336   530,952  15,650    115,246  111,630

Options for Sprint FON
 common stock...............   7,485,582 3,849,666 413,716    780,209   27,242

Options for Sprint PCS
 common stock...............   3,646,350 1,864,984 207,606    438,328  508,616

Maximum shares of WorldCom
 common stock...............   4,047,894 1,731,300  54,531    616,826   13,281

Shares of WorldCom series 1
 PCS common stock...........   1,170,336   530,952  15,650    115,246  111,630

Maximum options for WorldCom
 common stock...............  14,153,123 7,277,443 782,926  1,481,917  108,981

Options for WorldCom series
 1 PCS common stock.........   3,646,350 1,864,984 207,606    438,328  508,616
</TABLE>

   As of December 31, 1999, executive officers held an aggregate of 604,622
restricted shares of Sprint FON common stock and 302,312 restricted shares of
Sprint PCS common stock awarded under Sprint's long-term incentive compensation
plan or Sprint's 1990 restricted stock plan or received upon exercise of stock
options. Each of these plans provides that the restrictions will lapse on the
shares of restricted stock outstanding for a year at the time of adoption by
the Sprint stockholders of the merger agreement. As of December 31, 1999, the
restricted stock held by the executive officers had been outstanding for a year
and therefore the restrictions will lapse on all of these shares upon the
adoption by Sprint stockholders of the merger agreement.

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<PAGE>

 Employment Agreements

   MCI WorldCom has guaranteed minimum salaries and minimum short-term
incentive compensation opportunities of Mr. Esrey and Mr. LeMay for three years
following the closing of the merger. The minimum salary for each individual
will be the amount of the salary paid to him in 1999, which was $1,000,000 for
Mr. Esrey and $883,400 for Mr. LeMay; the minimum short-term incentive
compensation opportunity for each will be the 1999 opportunity, which is
approximately $1,600,000 for Mr. Esrey and $935,000 for Mr. LeMay.

   Sprint has contingency employment agreements with Messrs. Esrey, LeMay,
Krause and Sukawaty and two other executive officers. These agreements are
intended to assure these executive officers of continued employment for a
period of three years following any event that constitutes a change in control
of Sprint. If the employment of any of these executive officers is
involuntarily terminated other than for "cause" or any of these executive
officers terminates his employment for "good reason" within the three-year
period following a "change in control" of Sprint, as such terms are defined in
each of the contingency employment agreements, such executives will receive the
following benefits:

  . the executive will continue to receive monthly salary payments for 35
    months, or until the executive officer reaches age 65 if this occurs
    earlier. The current annual salaries set are $1,000,000 for Mr. Esrey,
    $902,400 for Mr. LeMay, $435,500 for Mr. Krause, $501,400 for Mr.
    Sukawaty and $3,680,816 for all executive officers covered by these
    agreements as a group

  . the executive will receive three payments each equal to the highest
    short-term plus the highest long-term incentive compensation awards
    received during the three years preceding termination, paid on the 13th,
    25th and 35th months following termination. For the last three years, the
    highest of these awards was $4,381,342 for Mr. Esrey, $2,336,639 for Mr.
    LeMay, $1,049,011 for Mr. Krause, $927,773 for Mr. Sukawaty and
    $10,651,716 for all executive officers covered by these agreements as a
    group

  . the executive will receive 35 months, or until the executive is
    reemployed, whichever is shorter, of life, disability, medical and dental
    insurance coverage

  . under Sprint's pension plan, retirement benefits will be determined
    assuming three years of additional credited service and the usual
    actuarial reduction for retiring prior to age 65 will not be imposed

  . post-retirement medical benefits will be provided

  . for purposes of the Sprint key management benefit plan, the executive
    will be deemed to have remained a key executive, as defined in the plan,
    until age 60, and will therefore be entitled to the maximum benefit equal
    to 300% of the participant's highest annual salary during the five-year
    period before termination

  . the executive will receive any amount of company contributions under
    Sprint's savings plan that are not yet vested at termination

  . to the extent the executive is entitled to enhanced pension benefits
    under individual pension supplemental agreements that are earned upon the
    completion of additional years of service, the executive will receive the
    maximum enhancement even though he has not completed those years at the
    time of termination and

  . if any payment under the contingency employment agreement results in the
    executive officer being subject to the excise tax payable under section
    4999 of the Internal Revenue Code, such executive officer will receive
    additional payments so that the executive officer receives the same net
    after-tax benefit as the executive officer would have received had no
    excise tax been applicable.

   The contingency employment agreements permit the affected executive officer
to elect to receive as a lump sum the present value of those amounts described
above in the first two items. If the employment of these executive officers is
terminated within three years after the completion of the merger, under
circumstances giving rise to the benefits described above, these executive
officers would receive, upon the making of such an

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<PAGE>


election, an estimated lump sum severance payment in the amount of $13,936,000
for Mr. Esrey, $8,397,000 for Mr. LeMay, $3,849,000 for Mr. Krause, $3,708,000
for Mr. Sukawaty and an aggregate amount of $37,146,000 for all executive
officers covered by these agreements as a group.

   All but four of Sprint's executive officers have signed non-competition
agreements that provide that the executive will not associate with a competitor
of Sprint for an 18-month period following termination of employment. The
restriction on competition does not apply if, within one year following a
change in control of Sprint, the employer terminates the executive officer's
employment without cause or the executive officer terminates employment upon
constructive discharge. In addition, the agreements provide that each executive
officer will receive 18 months of compensation and benefits following an
involuntary termination of employment.

 Options; Other Equity Based Compensation and Employee Benefits

  For a description of the treatment in the merger of options to acquire shares
of Sprint stock, other equity based compensation and employee benefits that are
also applicable to directors and executive officers of Sprint, see "--Sprint
Employee Benefits Matters" and "--Effect on Awards Outstanding Under Sprint
Stock Plans".

 Indemnification; Directors' and Officers' Insurance

  Under the merger agreement, MCI WorldCom has agreed that it will assume the
same obligations with respect to indemnification of directors or officers of
Sprint or its subsidiaries as were contained in the articles of incorporation
or bylaws of Sprint or its subsidiaries and any indemnification or other
agreements at the date of signing the merger agreement. In addition, MCI
WorldCom will maintain the directors' and officers' liability insurance
policies currently maintained by Sprint on terms no less favorable than those
of such policies for a period of at least six years following the merger except
that MCI WorldCom is not required to spend an amount more than 200% of the
annual premiums currently paid by Sprint in any one year.

 Retention Arrangements

   On December 14, 1999, the Sprint board of directors authorized a two-for-one
stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000. All numbers of Sprint PCS options in
the following discussion have been retroactively restated to reflect this stock
split.

   In connection with the merger, Sprint made a special grant of stock options
to selected officers and director-level employees designed to retain these
individuals following the Sprint special meeting. These grants are in addition
to the annual grants under Sprint's 1990 Stock Option Plan. The shares
underlying options for the special grant are as follows: for Mr. Esrey, 216,000
shares of Sprint FON common stock and 216,000 shares of Sprint PCS common
stock; for Mr. LeMay, 135,000 shares of Sprint FON common stock and 134,000
shares of Sprint PCS common stock; and for Mr. Krause, 54,000 shares of Sprint
FON common stock and 54,000 shares of Sprint PCS common stock. The exercise
prices for the Sprint FON common stock options and the Sprint PCS common stock
options are $61.94 and $54.25 per share, the fair market value of the
underlying stocks on the grant date, January 24, 2000. For a description of
other retention arrangements that are also applicable to directors and
executive officers of Sprint, see "--Sprint Employee Benefits Matters".

Form of the Merger

   Subject to the terms and conditions of the merger agreement and in
accordance with Georgia law and Kansas law, at the effective time of the
merger, Sprint will be merged with and into MCI WorldCom, which will survive
the merger, and will continue its corporate existence under Georgia law. The
combined company will be referred to as WorldCom.

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<PAGE>

Merger Consideration

 Sprint FON Common Stock

   At the completion of the merger, holders of Sprint FON common stock will
receive the following:

  . Series 1 FON Common Stock. Each outstanding share of Sprint series 1 FON
    common stock will be converted into the right to receive a number of
    shares of WorldCom common stock equal to the FON exchange ratio, rounded
    to the nearest 1/10,000, which will be determined by dividing:

   -- $76 by

   -- the average (rounded to the nearest 1/10,000) of the volume weighted
      averages (rounded to the nearest 1/10,000) of the trading prices of
      MCI WorldCom common stock on The Nasdaq National Market, as reported
      by Bloomberg Financial Markets (or such other source as MCI WorldCom
      and Sprint agree in writing), for the 15 trading days randomly
      selected by MCI WorldCom and Sprint together from the 30 consecutive
      trading days ending on the third trading day immediately before the
      completion of the merger.

     However, the FON exchange ratio will not be less than 1.4100 or greater
     than 1.8342.

  . Series 3 FON Common Stock. Each outstanding share of Sprint series 3 FON
    common stock will be converted into the right to receive a number of
    shares of WorldCom common stock equal to the FON exchange ratio described
    under "--Series 1 FON Common Stock" above, rounded to the nearest
    1/10,000.

 Sprint PCS Common Stock

   At the completion of the merger, holders of Sprint PCS common stock will
receive the following:

  . Series 1 PCS Common Stock. Each outstanding share of Sprint series 1 PCS
    common stock will be converted into the right to receive:

   -- one share of WorldCom series 1 PCS common stock and

   -- 0.116025 shares of WorldCom common stock.

  . Series 2 PCS Common Stock. Each outstanding share of Sprint series 2 PCS
    common stock will be converted into the right to receive:

   -- one share of WorldCom series 2 PCS common stock and

   -- 0.116025 shares of WorldCom series 2 common stock.

  . Series 3 PCS Common Stock. Each outstanding share of Sprint series 3 PCS
    common stock will be converted into the right to receive:

   -- one share of WorldCom series 1 PCS common stock and

   -- 0.116025 shares of WorldCom common stock.

   The series of WorldCom PCS group common stock are being created in
connection with the merger.

 Sprint FT/DT Class A Stock

   At the completion of the merger, holders of Sprint class A common stock will
receive the following:

  .  a number of shares of WorldCom common stock equal to (1) the FON
     exchange ratio multiplied by the number of shares of Sprint FON common
     stock represented by the shares of Sprint class A common stock at the
     completion of the merger, plus (2) 0.116025 multiplied by the number of
     shares of Sprint PCS common stock represented by the shares of Sprint
     class A common stock at the completion of the merger and

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<PAGE>

  .  a number of shares of WorldCom series 1 PCS common stock equal to the
     number of shares of Sprint PCS common stock represented by the shares of
     Sprint class A common stock at the completion of the merger.

   At the completion of the merger, holders of Sprint class A common stock--
series DT will receive the following:

  .  a number of shares of WorldCom common stock equal to (1) the FON
     exchange ratio multiplied by the number of shares of Sprint FON common
     stock represented by the shares of Sprint class A common stock--series
     DT at the completion of the merger, plus (2) 0.116025 multiplied by the
     number of shares of Sprint PCS common stock represented by the shares of
     Sprint class A common stock--series DT at the completion of the merger
     and

  .  a number of shares of WorldCom series 1 PCS common stock equal to the
     number of shares of Sprint PCS common stock represented by the shares of
     Sprint class A common stock--series DT at the completion of the merger.

 Sprint Preferred Stock

   At the completion of the merger, holders of Sprint preferred stock will
receive the following:

  . First Series Preferred Stock. Each share of Sprint first series preferred
    stock that is outstanding will be redeemed by Sprint for $42.50 per share
    in cash before the Sprint special meeting.

  . Second Series Preferred Stock. Each share of Sprint second series
    preferred stock that is outstanding will be redeemed by Sprint for $50.00
    per share in cash before the Sprint special meeting.

  . Fifth Series Preferred Stock. Each outstanding share of Sprint fifth
    series preferred stock will be converted into the right to receive one
    share of WorldCom series 5 preferred stock.

  . Seventh Series Preferred Stock. Each outstanding share of Sprint seventh
    series preferred stock will be converted into the right to receive one
    share of WorldCom series 7 preferred stock. For a description of the
    conversion rights of the WorldCom series 7 preferred stock, see
    "Description of MCI WorldCom Capital Stock--Preferred Stock--Amended
    WorldCom Articles of Incorporation--WorldCom Series 7 Preferred Stock;
    Preferred Inter-Group Interest--Conversion Rights".

  The WorldCom series 5 and series 7 preferred stock described above are being
created in connection with the merger.

 Adjustment of FON and PCS Exchange Ratios

   The FON exchange ratio, which will be determined shortly before completion
of the merger, and the PCS exchange ratio, which is 0.116025, will be
appropriately adjusted to reflect any stock split, stock dividend,
recapitalization, subdivision, reclassification, combination, exchange of
shares or similar transaction relating to the outstanding MCI WorldCom common
stock if:

  . MCI WorldCom changes or establishes a record date for changing the number
    of shares of MCI WorldCom common stock issued and outstanding before the
    completion of the merger as a result of any of those transactions and

  . the record date for any of these transactions occurs before the
    completion of the merger.

   As a result, the FON exchange ratio and the PCS exchange ratio have been
adjusted to reflect MCI WorldCom's three-for-two stock split in the form of a
50% stock dividend which was distributed on December 30, 1999 and the PCS
exchange ratio has been further adjusted to reflect Sprint's two-for-one stock
split of its Sprint PCS common stock in the form of a stock dividend which was
distributed on February 4, 2000.

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   In addition, the FON exchange ratio and the PCS exchange ratio will be
appropriately adjusted to reflect any dividend or distribution if MCI WorldCom
pays, or establishes a record date for payment of, a dividend on, or makes any
other distribution in respect of, MCI WorldCom common stock.

 Fractional Shares

   Sprint FON common stockholders and Sprint PCS common stockholders will
receive cash for any fractional shares which they might otherwise receive in
the merger based on the closing price of MCI WorldCom common stock on The
Nasdaq National Market on the date the merger is completed.

 Sprint Treasury Stock; Sprint Stock Held by MCI WorldCom; Inter-Group Interest

   At the completion of the merger, each share of Sprint capital stock issued
and owned or held by Sprint or MCI WorldCom will by virtue of the merger be
canceled and retired. No stock of MCI WorldCom or other consideration will be
delivered for those shares in the merger. However, the Sprint FON group's
inter-group interest, warrant inter-group interest and preferred inter-group
interest in the Sprint PCS group will become virtually identical corresponding
interests of the WorldCom group in the WorldCom PCS group. See "Tracking Stock
Matters--Inter-Group Interest--The Various Interests in the Economic
Performance of the PCS Group; Definition of Inter-Group Interest".

Conversion of Shares; Procedures for Exchange of Certificates; Fractional
Shares

   The conversion of each share of Sprint capital stock into the applicable
shares of WorldCom capital stock, as described above under "--Merger
Consideration", will occur automatically at the completion of the merger. As
soon as practicable after the merger, The Bank of New York, the exchange agent,
will send a transmittal letter to each former Sprint stockholder. The
transmittal letter will contain instructions with respect to obtaining the
merger consideration in exchange for shares of Sprint capital stock. Sprint
stockholders should not send stock certificates with the enclosed proxy.

   After the merger, each certificate that previously represented shares of
Sprint capital stock will represent only the right to receive the applicable
merger consideration as described above under "--Merger Consideration",
including cash for any fractional shares of MCI WorldCom common stock, or the
right to receive cash for the fair value of those shares for which appraisal
rights have been perfected.

   Holders of certificates previously representing Sprint capital stock will
not be paid dividends or distributions on the WorldCom capital stock into which
their Sprint capital stock has been converted with a record date after the
merger, and will not be paid cash for any fractional shares of WorldCom common
stock, in each case until their certificates are surrendered to the exchange
agent for exchange. When their certificates are surrendered, any unpaid
dividends and any cash instead of fractional shares will be paid without
interest.

   In the event of a transfer of ownership of Sprint capital stock which is not
registered in the records of Sprint's transfer agent, a certificate
representing the proper number of shares of WorldCom capital stock may be
issued to a person other than the person in whose name the surrendered
certificate is registered if the certificate representing such shares is
presented to the exchange agent, accompanied by all documents required to
evidence and effect such transfer and to evidence that any applicable stock
transfer taxes have been paid.

   All shares of WorldCom capital stock issued upon surrender of certificates
representing the applicable shares of Sprint capital stock will be deemed to
have been issued and paid in full satisfaction of all rights relating to those
shares of Sprint capital stock. WorldCom will remain obligated, however, to pay
any dividends or make any other distributions declared or made by Sprint in
accordance with the merger agreement on shares of Sprint capital stock with a
record date before the completion of the merger and which remain unpaid at the
completion of the merger. If certificates are presented to WorldCom or the
exchange agent after the completion of the merger, they will be canceled and
exchanged as described above.

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   No fractional shares of WorldCom capital stock will be issued to any Sprint
stockholder upon surrender of certificates previously representing shares of
Sprint capital stock. Each Sprint stockholder who would otherwise have been
entitled to receive a fraction of a share of WorldCom capital stock will
receive an amount in cash without interest equal to (1) the fractional part of
a share of applicable WorldCom capital stock multiplied by (2) the closing
price for a share of MCI WorldCom common stock on The Nasdaq National Market on
the closing date of the merger.

Effective Time of the Merger

   The effective time of the merger will be the later of the time of the filing
of a certificate of merger with the Kansas Secretary of State and the filing of
a certificate of merger with the Georgia Secretary of State or a later time if
agreed upon by MCI WorldCom and Sprint and specified in the certificates of
merger. The filing of the certificates of merger will occur as soon as
practicable following the closing of the merger.

Listing of WorldCom Capital Stock

   Before the completion of the merger, MCI WorldCom has agreed to use its
reasonable best efforts to have the shares of WorldCom common stock and
WorldCom series 1 PCS common stock issuable to applicable Sprint stockholders
in the merger approved for quotation on The Nasdaq National Market, subject to
official notice of issuance.

Delisting and Deregistration of Sprint Capital Stock

   If the merger is completed, Sprint series 1 FON common stock and Sprint
series 1 PCS common stock will be delisted from the New York Stock Exchange,
and will be deregistered under the Securities Exchange Act of 1934. In
addition, upon redemption by Sprint, the Sprint first series and second series
preferred stock will be delisted from the New York Stock Exchange and will be
deregistered under the Exchange Act.

Material U.S. Federal Income Tax Consequences

   In the opinion of King & Spalding, counsel to Sprint, the material U.S.
federal income tax consequences of the merger to Sprint stockholders are as
described below. In the opinion of Cravath, Swaine & Moore, counsel to MCI
WorldCom, the material U.S. federal income tax consequences of the merger to
MCI WorldCom shareholders are as described below. The opinions expressed in
this discussion represent the legal judgments of King & Spalding and Cravath,
Swaine & Moore, respectively, and are not binding on the Internal Revenue
Service or any court. This discussion insofar as it relates to Sprint
stockholders addresses only those of you who currently hold your Sprint stock,
and will hold your WorldCom stock received pursuant to the merger, as a capital
asset within the meaning of section 1221 of the Internal Revenue Code.

   This discussion is not exhaustive as to all possible tax considerations and
does not include a discussion of any state, local or foreign tax
considerations. In addition, this discussion is intended to address only those
material U.S. federal income tax considerations that are generally applicable
to Sprint stockholders and MCI WorldCom shareholders and does not discuss all
of the aspects of U.S. federal income taxation that may be relevant to
stockholders which are subject to special tax rules, including:

  . insurance companies and other financial institutions

  . corporations subject to the alternative minimum tax

  . tax-exempt entities

  . traders that use a mark-to-market method of accounting for their
    securities holdings

  . dealers in securities or foreign currency

  . mutual funds

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  . small business investment companies

  .  stockholders that hold their stock in connection with a straddle, a
     hedge against currency risk, or a constructive sale or as part of a
     hedging or conversion transaction

  .  investors in pass-through entities

  .  stockholders whose functional currency is not the U.S. dollar

  .  stockholders who acquired their stock pursuant to the exercise of
     employee stock options or otherwise as compensation or through a tax-
     qualified retirement plan

  .  corporate holders of Sprint stock who received an "extraordinary
     distribution" with respect to their stock that remains subject to
     section 1059 of the Internal Revenue Code as it existed prior to the
     Taxpayer Relief Act of 1997

  .  expatriates of the United States who are subject to U.S. federal income
     tax and

  .  individuals who are not citizens or residents of the United States,
     foreign corporations and other foreign entities.

   This discussion is based upon current provisions of the Internal Revenue
Code and its legislative history, existing, temporary and currently proposed
Treasury Regulations, existing administrative rulings and practices of the
Internal Revenue Service and judicial decisions. No assurance can be given that
legislative, judicial or administrative changes will not affect the accuracy of
this discussion, possibly on a retroactive basis.

   In particular, Congress could enact legislation affecting the treatment of
stock with characteristics similar to the Sprint FON common stock, Sprint PCS
common stock, Sprint FT/DT class A stock, WorldCom group common stock and
WorldCom PCS group common stock, or the Treasury Department could change the
current law through the promulgation of regulations or other guidance,
including, without limitation, regulations issued pursuant to its broad
authority under section 337(d) of the Internal Revenue Code. In addition, as
discussed below, in its fiscal year 2001 budget proposal, released February 7,
2000, the Clinton Administration proposed that Congress enact legislation to
alter the U.S. federal income tax consequences associated with receiving stock
with characteristics similar to the WorldCom common stock in exchange for other
stock in the issuing corporation. Accordingly, no assurance can be given that
the statements set forth in this discussion will remain accurate in the future.

   Each Sprint stockholder and MCI WorldCom shareholder is urged to consult his
own tax advisor regarding the specific tax consequences of the merger and the
amending of the articles of incorporation of MCI WorldCom, including the
federal, state, local and foreign tax consequences that may be applicable to
such shareholder.

 Material U.S. Federal Income Tax Consequences to Sprint Stockholders

  Holders of Sprint FON Common Stock, Sprint PCS Common Stock, Sprint FT/DT
  Class A Stock and Sprint Seventh Series Preferred Stock.

  .  Except with respect to any cash received in lieu of a fractional share
     of WorldCom group common stock, you will not recognize income, gain or
     loss in connection with your exchange of Sprint stock for the applicable
     WorldCom stock pursuant to the merger.

  .  Your adjusted tax basis in the WorldCom stock you receive in the merger,
     including any fractional share interest in WorldCom group common stock,
     will be the same as your adjusted tax basis in the Sprint stock
     exchanged.

  .  Your holding period in the WorldCom stock you receive in the merger will
     include your holding period in the Sprint stock exchanged.

  .  You will recognize capital gain or loss in connection with any cash you
     receive in lieu of a fractional share of WorldCom group common stock
     based upon the difference between the amount of cash

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<PAGE>

   received and your adjusted tax basis in such fractional share interest.
   Any such capital gain or loss will be long-term if your holding period in
   such fractional share interest is more than one year as of the completion
   of the merger. The deductibility of capital losses is subject to
   limitations.

   Holders of Sprint First Series Preferred Stock and Sprint Second Series
Preferred Stock. Before the Sprint special meeting, Sprint will redeem the
Sprint first series preferred stock and Sprint second series preferred stock.
The redemption of the Sprint first series preferred stock or Sprint second
series preferred stock, as applicable, will be a taxable transaction. The U.S.
federal income tax consequences of the redemption to you will depend on
whether, based on your particular circumstances, you qualify for capital gain
or loss treatment under section 302 of the Internal Revenue Code. If you do
not qualify for capital gain or loss treatment, the redemption will be taxable
to you as a dividend.

   If you will not actually or constructively own shares of any class of stock
of Sprint or WorldCom immediately after the redemption, you will qualify for
capital gain or loss treatment under section 302 of the Internal Revenue Code.
In such case, you will recognize capital gain or loss equal to the difference
between the amount of cash received in the redemption and your adjusted tax
basis in the redeemed stock. Such gain or loss will be long-term capital gain
or loss if you held such stock for more than one year at the time of the
redemption.

   If you actually or constructively own shares of any class of stock of
Sprint or WorldCom immediately after the redemption of your Sprint first
series preferred stock or Sprint second series preferred stock, you should
consult your tax advisor regarding the U.S. federal income tax consequences of
the redemption in your particular situation, including the possibility that
the receipt of any proceeds in the redemption will be treated as a dividend
taxable as ordinary income. If the redemption of your Sprint preferred stock
is treated as a dividend, the amount of such dividend will be equal to the
amount of cash received in connection with the redemption and will be eligible
for the dividends-received deduction for certain corporate U.S. holders,
subject to applicable limitations under the Internal Revenue Code.

   Holders of Sprint Fifth Series Preferred Stock. The U.S. federal income tax
consequences associated with receipt of WorldCom series 5 preferred stock in
exchange for Sprint fifth series preferred stock in the merger are unclear
because the relatively short period of time between the completion of the
merger and the mandatory redemption date of such WorldCom preferred stock
raises the possibility that the Internal Revenue Service may contend that the
WorldCom series 5 preferred stock does not constitute stock for U.S. federal
income tax purposes. If the WorldCom series 5 preferred stock issued in
exchange for the Sprint fifth series preferred stock is treated as stock for
U.S. federal income tax purposes, the exchange should have the same U.S.
federal income tax consequences as described above for holders of Sprint FON
common stock, Sprint PCS common stock, Sprint FT/DT class A stock and Sprint
seventh series preferred stock. If the WorldCom series 5 preferred stock is
not treated as stock for U.S. federal income tax purposes, the same
considerations described above applicable to holders of Sprint first series
preferred stock and Sprint second series preferred stock will apply in
determining whether, based on your particular circumstances, your exchange of
Sprint fifth series preferred stock for WorldCom series 5 preferred stock will
qualify for capital gain or loss, rather than dividend, treatment. Although it
has not received an opinion of counsel on this issue, WorldCom intends to take
the position that the WorldCom series 5 preferred stock is stock for U.S.
federal income tax purposes.

   Dissenting Holders. If you are a holder of the Sprint series 2 PCS common
stock, Sprint fifth series preferred stock or Sprint seventh series preferred
stock, you have the right to assert your appraisal rights relating to such
stock. If you receive cash in respect of a dissenting share of such Sprint
stock, you will recognize capital gain or loss equal to the difference between
the amount of cash received and your adjusted tax basis in the dissenting
shares. Such gain or loss will be long-term capital gain or loss if you held
such shares for more than one year at the time of disposition.

   Backup Withholding. Any cash you receive for a fractional share of WorldCom
group common stock may be subject to backup withholding at a 31% rate. In
addition, cash received in connection with the

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redemption of Sprint first series preferred stock or Sprint second series
preferred stock before the merger may be subject to backup withholding at a
rate of 31%. Backup withholding will not apply if you:

  .  furnish a correct taxpayer identification number on IRS Form W-9 or an
     appropriate substitute form and certify on such form that you are not
     subject to backup withholding

  .  provide a certificate of foreign status on IRS Form W-8 or an
     appropriate substitute form or

  .  are a corporation or are otherwise exempt from backup withholding.

   Any amount paid as backup withholding will be credited against your U.S.
federal income tax liability.

   Information Reporting. If you exchange your Sprint stock for WorldCom group
common stock, WorldCom PCS group common stock or WorldCom series 7 preferred
stock, as applicable, in connection with the merger, applicable Treasury
Regulations require you to incorporate into your U.S. federal income tax
return, for the year in which the exchange occurs, a complete statement of all
the facts pertinent to the nonrecognition of gain or loss in connection with
such exchange including:

  .  the cost or other basis of the stock or securities transferred in the
     exchange and

  .  the amount of stock, securities, or other property received in the
     exchange, including the fair market value, as of the date of the
     exchange, of each type of stock, securities or other property received
     by you.

   The Treasury Regulations also require you to maintain permanent records of:

  .  the cost or other basis of the stock or securities transferred in the
     exchange and

  .  the amount of stock, securities or other property or cash received in
     the exchange.

   You should consult your own tax advisor to determine the specific
information that you may need to file with your income tax return.

   If you receive WorldCom series 5 preferred stock pursuant to the merger and
it is treated as stock for U.S. federal income tax purposes, you must also
comply with these rules.

 Material U.S. Federal Income Tax Consequences to MCI WorldCom Shareholders

   Under current law, MCI WorldCom's existing shareholders will not recognize
any gain or loss for U.S. federal income tax purposes as a result of either
the merger or the amending of the MCI WorldCom articles of incorporation.
However, in its fiscal year 2001 budget proposal, released February 7, 2000,
the Clinton Administration has proposed that Congress enact legislation to
alter this result by treating the receipt of tracking stock obtained for other
stock in the issuing corporation as a taxable exchange. As currently
formulated, the Clinton Administration's proposal would apply to tracking
stock issued on or after the date such proposal is enacted into law. It is not
clear whether the WorldCom common stock would constitute tracking stock for
this purpose. If the Clinton Administration's proposal were enacted prior to
the merger, the WorldCom common stock were classified as tracking stock for
this purpose and the Clinton Administration's proposal were to apply to the
WorldCom common stock, a holder of MCI WorldCom common stock would recognize
capital gain or loss equal to the difference between the fair market value of
the WorldCom common stock received in the merger and the holder's adjusted tax
basis in his MCI WorldCom common stock. Such gain or loss would be long-term
capital gain or loss if the holder had held his MCI WorldCom common stock for
more than one year at the time of the merger. It is impossible to predict
whether Congress will adopt legislation embodying the Clinton Administration's
proposal and, if it does so, whether such legislation will apply to the
WorldCom common stock.

 No Internal Revenue Service Ruling Will be Requested in Connection with the
Merger

   Neither MCI WorldCom nor Sprint has requested a ruling from the Internal
Revenue Service on any of the U.S. federal income tax consequences of the
merger or the amending of the articles of incorporation of MCI WorldCom and,
as a result, there can be no assurance that the Internal Revenue Service will
not disagree with or challenge any of the conclusions described above. In this
regard, it should be noted that no existing authority directly addresses the
U.S. federal income tax classification of multiple classes of stock of a
single corporation,

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each of which is intended to relate to and track the economic performance of
separate businesses owned and operated directly or indirectly by the issuing
corporation.

   The Internal Revenue Service announced in 1987 that it was studying and
would not issue advance rulings on the classification of an instrument that has
certain voting and liquidation rights in an issuing corporation but whose
dividend rights are determined by reference to the earnings of a segregated
portion of the issuing corporation's assets, including assets held by a
subsidiary (i.e., stock similar to the Tracking Stock). In 1997 the Internal
Revenue Service placed such instruments on its list of areas in which rulings
or determination letters will not be issued. There are no court decisions or
other authorities that bear directly on the U.S. federal income tax
classification of such instruments. It is possible, therefore, that the
Internal Revenue Service could assert that any or all series of WorldCom common
stock represents property other than stock of WorldCom.

   This discussion does not address tax consequences which may vary with, or
are contingent upon, individual circumstances. In addition, the discussion does
not address any non-income tax or foreign, state or local tax consequences of
the merger. You should consult your own tax advisor to determine the federal,
state, local or foreign income or other tax consequences applicable to your
particular circumstances resulting from the merger and the amending of the MCI
WorldCom articles of incorporation.

Regulatory Matters

 Federal Communications Commission

   Under the Communications Act of 1934, the Federal Communications Commission
must approve, before the completion of the merger, the transfer of control to
MCI WorldCom of Sprint and those subsidiaries of Sprint that hold FCC licenses
and authorizations. The FCC must determine whether MCI WorldCom is qualified to
control such licenses and authorizations and whether the transfer is consistent
with the public interest, convenience and necessity. MCI WorldCom and Sprint
filed transfer of control applications with the FCC in November 1999.

 United States Antitrust

   Under the Hart-Scott-Rodino Act, and the rules promulgated thereunder by the
Federal Trade Commission, the merger may not be completed until notifications
have been given and information furnished to the FTC and to the Antitrust
Division of the U.S. Department of Justice and the specified waiting period has
been terminated or has expired. MCI WorldCom and Sprint each filed notification
and report forms under the Hart-Scott-Rodino Act with the FTC and the Antitrust
Division. On November 10, 1999, the Antitrust Division requested additional
information from MCI WorldCom and Sprint. MCI WorldCom and Sprint are currently
working to respond to this request as promptly as practicable. The waiting
period under the Hart-Scott-Rodino-Act will expire twenty days after MCI
WorldCom and Sprint have complied with the request, unless such waiting period
is terminated earlier. At any time before or after completion of the merger,
the Antitrust Division could take such action under the antitrust laws as it
deems necessary or desirable in the public interest, including seeking to
enjoin completion of the merger or seeking divestiture of substantial assets of
MCI WorldCom or Sprint. The merger also is subject to review under state
antitrust laws and could be the subject of challenges by private parties under
the antitrust laws.

 State Regulatory Approvals

   Various subsidiaries of Sprint hold licenses and service authorizations
issued by state public utility commissions. Approximately 26 state commissions
must review the transfer of control of these licenses and authorizations to MCI
WorldCom. MCI WorldCom and Sprint believe that the merger complies with
applicable state standards for approval.

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 Foreign Regulatory Reviews

   MCI WorldCom and Sprint each conduct business in member states of the
European Union. Member state competition authorities exercise jurisdiction over
transactions that fall below the thresholds set forth in European merger
regulation 4064/89 (which grants exclusive jurisdiction to the European
Commission), but above thresholds set forth in their individual national laws.
Such national thresholds are typically based on worldwide sales and sales in
the individual member states. The national authorities will review the merger
to determine whether it is compatible with their national laws on merger
control. If a national authority concludes that the transaction is incompatible
with applicable law, it could withhold its approval or condition its approval
upon the receipt of undertakings by the parties, including the divestiture of
assets or businesses.

   Transactions which exceed the thresholds set forth in European merger
regulation 4064/89 fall within the exclusive jurisdiction of the European
Commission and will be assessed to determine if they create a position of
dominance which is restrictive of competition. Similar to the position that
prevails in the member states, the European Commission can withhold its
approval or condition its approval on undertakings of the parties including the
divestiture of assets or businesses.

   The merger is currently being reviewed by the European Commission, which is
investigating the effects of the merger on competition in the European Union.
The European Commission's review is expected to be completed in early July
2000.

   MCI WorldCom and Sprint each conduct business in Brazil. MCI WorldCom owns
an indirect controlling interest in Empresa Brasileira de Telecomunicacoes
S.A.--Embratel, which holds a concession to provide fixed long-distance
telephony services and authorizations to provide additional telecommunications
services in Brazil. Sprint has an ownership interest in Intelig
Telecomunicacoes Ltda., which holds an authorization to provide fixed long-
distance telephony services in competition with Embratel. In these
circumstances, the merger is notifiable to the Brazilian telecommunications and
antitrust authorities, ANATEL and CADE, pursuant to Articles 2 and 54, (S) 3 of
Law No. 8,884/94. The authorities will review the transaction to determine
whether it is compatible with the Brazilian antitrust law as well as the
General Telecommunications Law (GTL)--Law 9.472/97 and the General Grant Plan
(GGP)--Decree 2.534/98. If ANATEL and/or CADE conclude that the transaction is
incompatible with applicable law, they could withhold their approval or
condition approval on undertakings by the parties, including the divestiture of
overlapping assets or operations in Brazil. On October 26, 1999, the required
notifications were filed with ANATEL/CADE. A decision is anticipated within
several months.

   MCI WorldCom and Sprint are not aware of any other foreign governmental
approvals or actions that would be required for completion of the merger.
However, MCI WorldCom and Sprint conduct business in a number of other foreign
countries, some of which have voluntary and/or post-merger notification
procedures. If any other approval or action is required, MCI WorldCom and
Sprint currently contemplate that such approval or action will be sought.

Litigation

   Eight purported stockholder class action suits relating to the merger were
filed in state courts in Kansas and New York against Sprint and members of the
Sprint board of directors. Plaintiffs in these actions allege, among other
things, that the Sprint director defendants have breached their fiduciary
duties to Sprint stockholders by failing to maximize stockholder value in
connection with entering into the merger agreement and by agreeing to
provisions in the merger agreement. Plaintiffs generally seek injunctive
relief, damages, costs and attorneys' fees. Sprint believes that the claims are
without merit and intends to defend these actions vigorously. Six of the suits
were dismissed without prejudice in February 2000. Plaintiffs in the remaining
two cases have agreed to dismissal, and the documents necessary to dismiss
those cases have been filed with the court. The dismissal will become final
following a court hearing.

Accounting Treatment

   The merger is expected to be accounted for using purchase accounting with
MCI WorldCom being deemed to have acquired Sprint.

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Appraisal Rights

 Sprint

   Sprint is a Kansas corporation. Section 17-6712 of the Kansas General
Corporation Code provides appraisal rights under specified circumstances to
stockholders of a Kansas corporation that is involved in a business
combination.

   If the merger is completed and you are the record holder of any of the
classes and series of Sprint capital stock, listed below, that are issued and
outstanding immediately before the completion of the merger, you will be
entitled to appraisal rights under the Kansas General Corporation Code if you
objected to the merger in writing and otherwise complied with section 17-6712
of the Kansas General Corporation Code. Holders of record of the following
classes and series of Sprint capital stock will be eligible to demand appraisal
rights in connection with the merger:


  .  Sprint series 2 PCS common stock

  .  Sprint fifth series preferred stock and

  .  Sprint seventh series preferred stock.

   Holders of Sprint class A common stock, Sprint class A common stock--series
DT, Sprint series 3 FON common stock and Sprint series 3 PCS common stock will
not be eligible to demand appraisal rights in connection with the merger
because the holders of such shares have agreed to vote, and have granted to
senior executives of Sprint a proxy to vote, such shares in favor of the
adoption of the merger agreement.

   The following is a summary of the material aspects of section 17-6712 of the
Kansas General Corporation Code. You should read carefully the full text of
section 17-6712, which we have reprinted in its entirety as Annex 6 to this
proxy statement/prospectus. Failure to follow the steps required by section 17-
6712 for perfecting appraisal rights may result in the loss of such rights.

   To perfect appraisal rights under Kansas law with respect to your eligible
Sprint shares, you:

  .  must not vote in favor of the proposal to adopt the merger agreement, or
     must not have been entitled to vote on this proposal and

  .  must deliver to Sprint, before the vote on the proposal to adopt the
     merger agreement at the Sprint special meeting, a written objection to
     the merger which reasonably informs Sprint of the identity of the holder
     of record of the eligible Sprint shares as well as the intention of the
     holder of record to demand an appraisal of the fair value of the
     eligible Sprint shares so held.

   In order not to vote in favor of the proposal to adopt the merger agreement,
you must:

  .  not return a proxy and not vote in person in favor of the proposal to
     adopt the merger agreement

  .  return a proxy with the "Against" or "Abstain" box checked

  .  vote in person against the proposal to adopt the merger agreement or

  .  register in person an abstention from the proposal to adopt the merger
     agreement.

   In addition, if you wish to assert your appraisal rights, you must be the
record holder of your Sprint shares on the date that your written objection to
the merger is delivered to Sprint. Only a holder of record is entitled to
assert appraisal rights for the shares of stock registered in that holder's
name. Moreover, to preserve your appraisal rights, you must continue to hold
your eligible Sprint shares through the completion of the merger. Accordingly,
if you are the record holder of eligible Sprint shares on the date the written
objection to the merger is made, but subsequently transfer these shares before
the completion of the merger, you will lose any right to appraisal for these
shares.

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   A person having a beneficial interest in eligible Sprint shares that are
held of record in the name of another person, such as a broker or nominee, must
act promptly to cause the record holder to follow the steps summarized below
properly and in a timely manner to perfect his or her appraisal rights.

   All written notices of your intent to demand payment for your eligible
Sprint shares must be mailed or delivered, and received before the vote on the
adoption of the merger agreement at the Sprint stockholders' meeting, to:

       Sprint Corporation
       2330 Shawnee Mission Parkway
       Westwood, Kansas 66205
       Attention: Don A. Jensen, Vice President and Secretary

   Alternatively, a written objection may be delivered to Sprint's secretary at
the Sprint special meeting before the vote on the proposal to adopt the merger
agreement.

   Within 10 days after the completion of the merger, WorldCom, as the
surviving corporation, will mail to each Sprint stockholder who properly
delivered to Sprint a written objection to the merger and who did not vote in
favor of the proposal to adopt the merger agreement, which we refer to as a
"dissenting stockholder", written notice that the merger has been completed. If
you desire to pursue your rights as a dissenting stockholder, then within
20 days from the date on which WorldCom mailed the notice to you, you must
demand in writing the payment of the value of your eligible Sprint shares from
WorldCom. WorldCom must then pay you the value of your eligible Sprint shares
determined as of the effective date of the merger, exclusive of any element of
value arising from the expectation or accomplishment of the merger.

   If, within 30 days following the 20-day period provided for dissenting
stockholders to demand payment for their eligible Sprint shares, WorldCom and
any dissenting stockholder fail to agree on the value of the holder's shares,
then either WorldCom or any dissenting stockholder may, within four months
after the expiration of that 30-day period, file a petition with the district
court of Kansas and demand a determination by an appraiser or appraisers
appointed by the district court of the value of the eligible Sprint shares. All
dissenting stockholders whose demands for payment remain unsettled will be
parties to the appraisal proceeding. WorldCom is not under any obligation, and
has no present intention, to file a petition for appraisal of the value of the
eligible Sprint shares. Accordingly, it is the obligation of the holders of
eligible Sprint shares to initiate all necessary actions to perfect their
rights to an appraisal of the value of their Sprint shares by the district
court of Kansas.

   If you are a dissenting stockholder and timely file a petition for an
appraisal and serve a copy of the petition upon WorldCom, then WorldCom must
file with the clerk of the Kansas district court a list containing the names
and addresses of the Sprint stockholders who have properly demanded appraisal
of their eligible Sprint shares and with whom agreements as to the value of
their eligible Sprint shares have not been reached. After notice is delivered
to the dissenting stockholders, as required by section 17-6712 of the Kansas
General Corporation Code, the district court may conduct a hearing on such
petition to determine those Sprint stockholders that have properly complied
with section 17-6712 and that have become entitled to appraisal rights.

   After the hearing, the court will appoint one or more appraisers to
determine the value of the eligible Sprint shares of all of the dissenting
stockholders entitled to appraisal rights. In determining the value of the
eligible shares, the appraisers will value these shares as of the effective
time of the merger without regard to any element of value arising from the
expectation or accomplishment of the merger, and the appraisers will base their
valuation upon such investigation as seems proper to them. The appraisers must
give all interested parties a reasonable opportunity to submit pertinent
evidence of the value of the eligible Sprint shares. After receiving the report
of the appraisers, the court will then determine the value of the eligible
Sprint shares of all of the dissenting stockholders and will direct payment of
that value, together with such interest as the court

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orders, if any, to the appropriate parties. The costs of the appraisal,
including reasonable fees and expenses of the appraisers, but not including
fees and expenses of counsel and experts retained by any party, will be
assessed against the parties as the court deems equitable. In any case,
however, the cost of mailing and publishing the required notices of the
proceedings will be assessed against WorldCom.

   At the time of appointing the appraisers, the court will require you to
submit your stock certificates to the clerk of the court, to be held by the
clerk pending the appraisal proceedings. If you fail to comply with that
direction, the court will dismiss the appraisal proceedings as to you.

   You should be aware that in seeking appraisal of your eligible Sprint
shares, the value as determined under section 17-6712 of the Kansas General
Corporation Code could be more than, the same as, or less than the
consideration you are entitled to receive under the terms of the merger
agreement.

   Any Sprint stockholder who has duly demanded appraisal in compliance with
section 17-6712 of the Kansas General Corporation Code will not, after the
completion of the merger, be entitled to vote those eligible Sprint shares or
to receive payment of dividends or other distributions with respect to those
eligible Sprint shares, except for dividends or distributions payable to
holders of record of eligible Sprint shares at a date prior to the completion
of the merger and with other limited exceptions, as set forth in
section 17-6712(i) of the Kansas General Corporation Code.

   Any Sprint stockholder who properly objects to the merger but fails to
perfect, or effectively withdraws or loses, his or her right to appraisal of
his or her eligible Sprint shares will then have the right to receive the
consideration for his or her eligible Sprint shares in accordance with the
terms of the merger agreement. In addition, any Sprint stockholder who has
properly demanded appraisal of his or her eligible Sprint shares under
section 17-6712 of the Kansas General Corporation Code may only withdraw that
demand and accept the consideration offered by the merger agreement if the
stockholder receives the written consent of WorldCom.

 MCI WorldCom

   MCI WorldCom is a Georgia corporation. Sections 14-2-1301 to 14-2-1332 of
the Georgia Business Corporation Code provide dissenters' rights, sometimes
referred to as "appraisal rights", under specified circumstances to
shareholders of a Georgia corporation that is involved in a business
combination.

   If the merger is completed and you are the record holder of shares of MCI
WorldCom series B preferred stock that are issued and outstanding immediately
before the completion of the merger, you will be entitled to dissenters' rights
under Georgia law if you deliver a written notice to MCI WorldCom of your
intent to demand payment for your shares of MCI WorldCom series B preferred
stock and otherwise comply with the dissenters' rights provisions of the
Georgia Business Corporation Code referred to above.

   The following is a summary of the material aspects of section 14-2-1301 to
14-2-1332 of the Georgia Business Corporation Code. You should read carefully
the full text of sections 14-2-1301 to 14-2-1332, which we have reprinted in
their entirety as Annex 7 to this proxy statement/prospectus. Failure to follow
the steps required by the dissenters' rights provisions for perfecting
dissenters' rights may result in the loss of such rights.

   To perfect your dissenters' rights under Georgia law with respect to your
shares of MCI WorldCom series B preferred stock, you:

  . must not vote for the proposal to approve the merger agreement and

  . must deliver to MCI WorldCom a written notice of your intent to demand
    payment for your shares of MCI WorldCom series B preferred stock before
    the shareholder vote to approve the merger agreement is taken at the MCI
    WorldCom special meeting.

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<PAGE>

   In order not to vote in favor of the proposal to approve the merger
agreement, you must:

  . not return a proxy and not vote in person in favor of the proposal to
    approve the merger agreement

  . return a proxy with the "Against" or "Abstain" box checked

  . vote in person against the proposal to approve the merger agreement or

  . register in person an abstention from the proposal to approve the merger
    agreement.

   In addition, if you wish to assert your dissenters' rights, you must be the
record holder of your shares of MCI WorldCom series B preferred stock on the
date the written notice of your intent to demand payment for your shares is
made, and you must continue to hold these shares through the completion of the
merger. Only a holder of record is entitled to assert dissenters' rights for
the shares of MCI WorldCom series B preferred stock registered in that holder's
name. However, a record shareholder may assert dissenters' rights as to fewer
than all the shares registered in his or her name only if he or she dissents
with respect to all shares beneficially owned by any one beneficial shareholder
and notifies MCI WorldCom in writing of the name and address of each person on
whose behalf he or she is asserting dissenters' rights.

   A person having a beneficial interest in shares of MCI WorldCom series B
preferred stock that are held of record in the name of another person, such as
a broker or nominee, must act promptly to cause the record holder to follow the
steps summarized below properly and in a timely manner to perfect his or her
dissenters' rights.

   All written notices of your intent to demand payment for your shares of MCI
WorldCom series B preferred stock must be mailed or delivered, and received
before the vote on the approval of the merger agreement at the MCI WorldCom
shareholders meeting, to:

       MCI WORLDCOM, Inc.
       10777 Sunset Office Drive
       Suite 330
       St. Louis, Missouri 63127
       Attention: P. Bruce Borghardt, Esq.

   Alternatively, a written notice of intent to demand payment may be delivered
to MCI WorldCom's secretary at the MCI WorldCom special meeting before the vote
on the proposal to approve the merger agreement.

   Within 10 days after the completion of the merger, WorldCom will deliver to
each holder of MCI WorldCom series B preferred stock who properly delivered a
written notice of intent to demand payment for his or her shares and who did
not vote in favor of the proposal to approve the merger agreement, which is
referred to as a "dissenting shareholder", a written notice that the merger has
become effective, accompanied by the full text of Annex 7 to this proxy
statement/prospectus. This notice will:

  . state where the dissenting shareholders' payment demand must be sent and
    where and when certificates for shares of MCI WorldCom series B preferred
    stock must be deposited

  . inform holders of uncertificated shares to what extent transfer of the
    shares of MCI WorldCom series B preferred stock will be restricted after
    the payment demand is received and

  . set a payment demand date by which WorldCom must receive the payment
    demand, which may not be fewer than 30 nor more than 60 days after the
    date the written notice to the dissenting shareholders is delivered.

   If you are a dissenting shareholder and desire to pursue your rights as a
dissenting shareholder, you have until the payment demand date to demand
payment for your shares of MCI WorldCom series B preferred stock

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<PAGE>

and deposit your share certificates in accordance with the terms of the above
notice. A holder of MCI WorldCom series B preferred stock who demands payment
and deposits his or her share certificates retains all other rights as a holder
of these shares until payment for the shares is received in accordance with the
procedure described below.

   Within 10 days of the receipt by WorldCom of the payment demand, WorldCom
must offer to pay to each dissenting shareholder the amount WorldCom estimates
to be the fair value of the shares of MCI WorldCom series B preferred stock
plus accrued interest. The dissenting shareholder will then have 30 days to
respond to WorldCom's offer. Dissenting shareholders who accept WorldCom's
offer will receive payment for their shares within 60 days of the offer. A
dissenting shareholder will be deemed to have accepted WorldCom's offer if the
shareholder fails to respond within the 30 days.

   If the dissenting shareholder believes that the amount offered by WorldCom
is less than the fair value of his or her shares or that the interest due is
incorrectly calculated, then the dissenting shareholder may notify WorldCom in
writing of his or her own estimate of the fair value of these shares and the
amount of interest due and demand payment of such estimate.

   If WorldCom and a dissenting shareholder fail to agree on the value of the
shares of such holder's MCI WorldCom series B preferred stock, then WorldCom
will commence a proceeding within 60 days after receiving the payment demand
and petition the superior court in Georgia to determine the fair value of the
dissenting shareholders' stock and the accrued interest thereon. All dissenting
shareholders whose demands for payment remain unsettled will be parties to this
action. WorldCom will serve a copy of the petition for the proceeding upon each
dissenting shareholder as required by Georgia law.

   In the proceeding to determine the value of the dissenting shareholders'
shares, the court may appoint one or more appraisers to receive evidence and
recommend a decision on the fair value of the shares of the MCI WorldCom series
B preferred stock. The costs of the appraisal, including reasonable fees and
expenses of the appraisers, but not including fees and expenses of attorneys
and experts retained by any party, will be assessed against WorldCom, except
that the court may assess the costs against some or all of the dissenting
shareholders, in amounts the court finds equitable, to the extent the
shareholders acted arbitrarily or not in good faith in demanding payment for
their shares of MCI WorldCom series B preferred stock. The court may also
assess the fees and expenses of attorneys and experts against WorldCom, if it
finds that WorldCom did not substantially comply with the requirements
discussed above, or against either party if it finds that such party acted
arbitrarily or not in good faith with respect to dissenters' rights. If the
court finds that the services of attorneys for any dissenting shareholder were
of substantial benefit to other dissenting shareholders, and that the fees for
those attorneys should not be assessed against WorldCom, the court may award to
such attorneys reasonable fees to be paid out of amounts awarded to the
dissenting shareholders who were so benefited. Each dissenting shareholder made
a party to the proceeding is entitled to judgment for the amount which the
court finds to be the fair value of his shares of MCI WorldCom series B
preferred stock, plus interest to the date of judgment.

   The fair value of the shares of MCI WorldCom series B preferred stock under
the Georgia Business Corporation Code means the value of the shares immediately
before the merger, excluding any appreciation or depreciation in anticipation
of the merger, and may be more than, the same or less than the value of the MCI
WorldCom series B preferred stock after the merger.

Sprint Employee Benefits Matters

   During the one-year period following the completion of the merger, MCI
WorldCom will maintain employee benefit plans, programs and policies for the
employees of Sprint and its subsidiaries which, in the aggregate, are
substantially comparable to the plans, programs and policies provided by Sprint
before the completion of the merger, other than Sprint's employee stock
purchase plan. During this one-year period, salaries and wages will not be
reduced by MCI WorldCom except upon violations of MCI WorldCom's applicable
policies or upon the failure to satisfy any generally applicable performance
standards for similarly

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situated MCI WorldCom employees. Participants' accounts under all unfunded
Sprint plans which are designed to track the performance of Sprint capital
stock will be converted at the completion of the merger so as to track WorldCom
capital stock in the same manner that Sprint capital stock is converted into
WorldCom capital stock under the merger agreement.

   During the second one-year period following the completion of the merger,
employees of Sprint and its subsidiaries will be eligible to participate in
employee benefit plans, programs and policies which, in the aggregate, are
substantially comparable to those maintained for similarly situated employees
of MCI WorldCom. Employees of Sprint and its subsidiaries will receive past
service credit under each applicable MCI WorldCom plan in which they become
eligible to participate following the completion of the merger.

   MCI WorldCom will waive any active employment requirement and pre-existing
limitation under any MCI WorldCom employee benefit plan made available to
Sprint employees after the completion of the merger to the extent waived under
the corresponding Sprint plan before the completion of the merger. MCI WorldCom
has also agreed to recognize the dollar amount of all expenses incurred by each
employee of Sprint or its subsidiaries for purposes of satisfying any co-
payment, co-insurance and deductible requirements for the year in which such
individual becomes eligible under the relevant welfare benefit plans in which
they will be eligible to participate from and after the completion of the
merger and any such co-payment, co-insurance or deductible requirements for
such year will be no greater than under the applicable Sprint plan.

   Any Sprint employee who is involuntarily terminated without cause in
connection with the merger at any time within one year following the completion
of the merger will receive severance benefits under or consistent with Sprint's
existing severance policies.

   Sprint may, in its discretion:

  .  make an offer in calendar year 2000 to its eligible employees to
     purchase shares of Sprint FON common stock and Sprint PCS common stock
     under Sprint's employee stock purchase plan, which offer will be in
     accordance with the provisions of Sprint's employee stock purchase plan
     in the ordinary course of business consistent with past practice

  .  issue shares of Sprint FON common stock required by Sprint's automatic
     dividend reinvestment plan

  .  issue Sprint FON common stock and Sprint PCS common stock to the Sprint
     retirement savings plan, the Sprint retirement savings plan for
     bargaining unit employees, and the Centel retirement savings plan for
     bargaining unit employees, in each case consistent with the requirements
     of the plan as they currently exist

  .  issue shares of Sprint FON common stock and Sprint PCS common stock
     under Sprint's special award stock plan in accordance with past
     practice, not to exceed 5,000 shares in the aggregate for each of Sprint
     FON common stock and Sprint PCS common stock and

  .  issue shares of Sprint FON common stock and Sprint PCS common stock
     pursuant to Sprint's 1997 long-term stock incentive program and
     management incentive stock option plan.

   The merger agreement provides that Sprint will create an employee retention
pool of up to $100 million which may be used to implement cash retention
incentives for specified Sprint employees before the closing, to be paid 50% at
the closing and 50% six months after the closing, or upon their termination
without cause during the six-month period. The participants eligible for this
pool will be Sprint employees who are not recipients of retention stock
options, as described above under "--Interests of Sprint Directors and
Executive Officers in the Merger--Retention Arrangements", except with the
consent of MCI WorldCom. The merger agreement also provides that further
details of this pool including, but not limited to, increasing the amount above
$100 million, will be determined by Sprint as soon as practicable after the
execution of the merger agreement, and will be subject to the approval of MCI
WorldCom.

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Effect on Awards Outstanding Under Sprint Stock Plans

   Under the merger agreement, upon completion of the merger, MCI WorldCom will
assume each stock option plan of Sprint. Under the merger agreement,
immediately before the merger, each outstanding option to acquire shares of
Sprint common stock under such plans will be amended and converted, on the same
terms and conditions as were applicable under such stock option as follows:

  .  each Sprint stock option to acquire Sprint FON common stock will be
     converted into an option to acquire the number of shares of WorldCom
     common stock equal to the number of shares of Sprint FON common stock
     originally subject to such option multiplied by the FON exchange ratio,
     rounded up to the nearest whole share, at an exercise price per share
     equal to the exercise price for the shares of Sprint FON common stock
     originally subject to such Sprint option divided by the FON exchange
     ratio, rounded up to the nearest whole cent, and

  .  each Sprint stock option to acquire Sprint PCS common stock will be
     converted into an option to acquire an equivalent number of shares of
     WorldCom series 1 PCS common stock at the same exercise price as the
     exercise price for such Sprint PCS common stock, plus an amount of
     WorldCom common stock, for no additional consideration, equal to the
     number of shares of Sprint PCS common stock originally subject to such
     option multiplied by the PCS exchange ratio, which is 0.116025, and
     rounded up to the nearest whole share.

Resale of WorldCom Capital Stock

   WorldCom capital stock issued in the merger will not be subject to any
restrictions on transfer arising under the Securities Act, except for shares
issued to any Sprint stockholder who may be deemed to be an "affiliate" of MCI
WorldCom or Sprint for purposes of Rule 145 under the Securities Act. The
merger agreement requires Sprint to use reasonable efforts to cause its
affiliates to enter into agreements in connection with restrictions on
affiliates under Rule 145 under the Securities Act on or before the completion
of the merger. This proxy statement/prospectus does not cover resales of
WorldCom capital stock received by any person upon completion of the merger,
and no person is authorized to make any use of this proxy statement/prospectus
in connection with any resale.

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                              THE MERGER AGREEMENT

   The following description summarizes the material provisions of the merger
agreement. You are urged to read carefully the merger agreement in its
entirety, a copy of which is attached as Annex 1 and incorporated by reference
to this proxy statement/prospectus.

Conditions to the Completion of the Merger

   Each party's obligation to effect the merger is subject to the satisfaction
or waiver of various conditions which include, in addition to other closing
conditions, the following:

  .  holders of shares of MCI WorldCom common stock and MCI WorldCom series B
     preferred stock, voting together as a single group, representing a
     majority of all the votes entitled to be cast at the MCI WorldCom
     special meeting having approved the merger agreement

  .  holders of shares of Sprint common stock and Sprint preferred stock,
     voting together as a single group, representing a majority of all the
     votes entitled to be cast at the Sprint special meeting having voted to
     adopt the merger agreement

  .  the waiting period applicable to the merger under the Hart-Scott-Rodino
     Act having expired or been terminated; provided, however, that this
     provision will not be available to any party whose failure to fulfill
     its obligations under the merger agreement shall have been the cause of
     or shall have resulted in the failure to obtain such expiration or
     termination

  .  all approvals for the merger from the Federal Communications Commission
     and state public utility commissions having been obtained, except where
     the failure to obtain such approvals would not, individually or in the
     aggregate, reasonably be expected to materially impair MCI WorldCom's
     and Sprint's ability to achieve the overall benefits expected to be
     realized from the completion of the merger; provided, however, that this
     provision will not be available to any party whose failure to fulfill
     its obligations under the merger agreement shall have been the cause of
     or shall have resulted in such failure

  .  any required clearance of the merger by European Commission antitrust
     authorities having been obtained; provided, however, that this provision
     will not be available to any party whose failure to fulfill its
     obligations under the merger agreement shall have been the cause of or
     shall have resulted in the failure to obtain such clearance

  .  no laws being adopted or promulgated and no temporary restraining order,
     preliminary or permanent injunction or other order issued by any court
     or other governmental entity of competent jurisdiction being in effect
     having the effect of making the merger illegal or otherwise prohibiting
     the completion of the merger; provided, however, that this provision
     will not be available to any party whose failure to fulfill its
     obligations under the merger agreement shall have been the cause of or
     shall have resulted in such order or injunction

  .  the shares of WorldCom common stock and WorldCom series 1 PCS common
     stock issuable to Sprint stockholders in the merger having been approved
     for quotation on The Nasdaq National Market, subject to official notice
     of issuance and

  .  the registration statement on Form S-4, of which this proxy
     statement/prospectus forms a part, having been declared effective by the
     Securities and Exchange Commission under the Securities Act and not
     being the subject of any stop order or threatened or pending proceedings
     seeking a stop order.

   In addition, each party's obligation to effect the merger is further subject
to the satisfaction or waiver of the following additional conditions:

  .  the representations and warranties regarding the capital structure of
     the other party set forth in the merger agreement being true and correct
     in all material respects on the date of the merger agreement

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<PAGE>

   and on the date on which the merger is to be completed as if made as of
   such time or, if such representations and warranties expressly relate to
   an earlier date, then as of such date

  .  the other representations and warranties of the other party set forth in
     the merger agreement being true and correct on the date of the merger
     agreement and on the date on which the merger is to be completed as if
     made as of such time or, if such representations and warranties
     expressly relate to an earlier date, then as of such date, except where
     the failure of these representations and warranties to be so true and
     correct, without giving effect to any limitation as to "materiality" or
     "material adverse effect", individually or in the aggregate, does not
     have, and is not reasonably likely to have, a material adverse effect on
     the party making the representations and warranties

  .  the other party to the merger agreement having performed or complied in
     all material respects with all material agreements and covenants
     required to be performed by it or complied with under the merger
     agreement on or before the date on which the merger is to be completed

  .  with respect only to Sprint's obligation to effect the merger, Sprint
     having received from King & Spalding on the date on which the
     registration statement is declared effective by the Securities and
     Exchange Commission and on the date on which the merger is to be
     completed, an opinion, in each case dated as of such respective date, to
     the effect that: (1) the merger will qualify as a reorganization within
     the meaning of section 368(a) of the Internal Revenue Code, (2) MCI
     WorldCom and Sprint will each be a "party" to that reorganization within
     the meaning of section 368(b) of the Internal Revenue Code and (3) the
     WorldCom group common stock and WorldCom PCS group common stock received
     in the merger by Sprint common stockholders is property permitted to be
     received under section 354 of the Internal Revenue Code without the
     recognition of gain

  .  with respect only to MCI WorldCom's obligation to effect the merger, MCI
     WorldCom having received from Cravath, Swaine & Moore on the date on
     which the registration statement is declared effective by the Securities
     and Exchange Commission and on the date on which the merger is to be
     completed, an opinion, in each case dated as of such respective date, to
     the effect that: (1) the merger will qualify as a reorganization within
     the meaning of section 368(a) of the Internal Revenue Code, (2) MCI
     WorldCom and Sprint will each be a "party" to that reorganization within
     the meaning of section 368(b) of the Internal Revenue Code and (3) the
     issuance of WorldCom group common stock and WorldCom PCS group common
     stock to Sprint common stockholders in the merger will not result in MCI
     WorldCom recognizing an amount of income or gain or being subject to an
     amount of tax, in each case that individually or in the aggregate is
     reasonably likely to have a material adverse effect on MCI WorldCom

  .  with respect only to Sprint's obligation to effect the merger, there not
     having been any material adverse change in MCI WorldCom since the date
     of the merger agreement and

  .  with respect only to MCI WorldCom's obligation to effect the merger,
     there not having been any material adverse change in Sprint since the
     date of the merger agreement.

   Each of the conditions listed in the previous two paragraphs is waivable by
the party or parties whose obligations to complete the merger are so
conditioned, except to the extent the condition must be satisfied in order to
comply with applicable law.

   The merger agreement provides that a "material adverse change" or "material
adverse effect" means, when used with respect to Sprint or MCI WorldCom, any
adverse change, circumstance or effect that, individually or in the aggregate
with all other adverse changes, circumstances and effects, is or is reasonably
likely to be materially adverse to the business, financial condition or results
of operations of Sprint and its subsidiaries, taken as a whole, or MCI WorldCom
and its subsidiaries, taken as a whole, other than any change, circumstance or
effect:

  .  relating to or resulting from the economy or securities markets in
     general

  .  relating to or resulting from the industries in which MCI WorldCom or
     Sprint operate and not uniquely relating to MCI WorldCom or Sprint or

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  .  resulting from the announcement or existence of the merger agreement and
     the transactions contemplated by the merger agreement.

No Solicitation

   In the merger agreement, each of MCI WorldCom and Sprint has agreed that it
will not, nor will it permit any of its subsidiaries to, nor will it authorize
or permit any of its directors, officers or employees or any investment banker,
financial advisor, attorney, accountant or other representative retained by it
or any of its subsidiaries to, directly or indirectly through another person:

  .  solicit, initiate or knowingly encourage (including by way of furnishing
     information), or knowingly take any other action to facilitate, the
     making of any competing proposal, as described below or

  .  participate in any discussions or negotiations regarding any competing
     proposal;

  provided, however, that if, at any time during the period beginning on
  December 4, 1999 and ending on the date the vote required to be obtained
  from such party's stockholders in connection with the merger has been
  obtained, such party's board of directors, in the exercise of its fiduciary
  duties, determines in good faith, after consultation with outside counsel,
  that to do otherwise would not be in the best interests of its
  stockholders, then such party and its representatives may, in response to a
  superior proposal, as described below, which did not result from a breach
  of such provision, and subject to providing prior or contemporaneous notice
  of its decision to take such action to the other party:

  .  furnish under a customary confidentiality agreement information about
     such party and its subsidiaries to any person making a superior proposal
     and/or

  .  participate in discussions or negotiations regarding such superior
     proposal.

   The merger agreement provides that:

  .  the term "competing proposal", when used in connection with a proposal
     for either party, means any bona fide proposal or offer from any person
     relating to any direct or indirect acquisition or purchase of 20% or
     more of the assets of such party and its subsidiaries, taken as a whole,
     or 20% or more of the combined voting power of the shares of common
     stock of such party, any tender offer or exchange offer that if
     consummated would result in any person beneficially owning 20% or more
     of the combined voting power of the shares of common stock of such
     party, or any merger, consolidation, business combination,
     recapitalization, liquidation, dissolution or similar transaction
     involving such party or any of its subsidiaries in which the other party
     thereto or its stockholders will own 20% or more of the combined voting
     power of the parent entity resulting from any such transaction, other
     than the transactions contemplated by the merger agreement

  .  the term "superior proposal", when used in connection with a superior
     proposal for Sprint, means (1) any proposal made by a third party
     relating to any direct or indirect acquisition or purchase of 50% or
     more of the assets of Sprint and its subsidiaries, taken as a whole, or
     50% or more of the combined voting power of the shares of Sprint common
     stock, any tender offer or exchange offer that if consummated would
     result in any person beneficially owning 50% or more of the combined
     voting power of the shares of Sprint common stock or any merger,
     consolidation, business combination, recapitalization, liquidation,
     dissolution or similar transaction involving Sprint or any of its
     subsidiaries in which the other party thereto or its stockholders will
     own 40% or more of the combined voting power of the parent entity
     resulting from any such transaction and (2) otherwise on terms which the
     Sprint board of directors determines in its good faith judgment (based
     on the advice of a financial advisor of nationally recognized
     reputation), taking into account the person making the proposal and the
     legal, financial, regulatory and other aspects of the proposal deemed
     appropriate by the Sprint board of directors, (A) would be more
     favorable than the merger to Sprint's stockholders taken as a whole, (B)
     is reasonably capable of being completed and (C) for which financing, to
     the extent required, is then committed or is reasonably capable of being
     obtained by such third party and

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  .  the term "superior proposal", when used in connection with a superior
     proposal for MCI WorldCom, means (1) (A) any proposal made by a third
     party relating to any direct or indirect acquisition or purchase of 50%
     or more of the assets of MCI WorldCom and its subsidiaries, taken as a
     whole, or 50% or more of the combined voting power of the shares of MCI
     WorldCom common stock, any tender offer or exchange offer that if
     consummated would result in any person beneficially owning 50% or more
     of the combined voting power of the shares of MCI WorldCom common stock,
     or (B) any merger, consolidation, business combination,
     recapitalization, liquidation, dissolution or similar transaction
     involving MCI WorldCom or any of its subsidiaries in which the other
     party thereto or its shareholders will own 50% or more of the combined
     voting power of the shares of the parent entity resulting from any such
     transaction and representatives of such other party shall represent a
     majority of the board of directors of such parent entity, and (2)
     otherwise on terms which the MCI WorldCom board of directors determines
     in its good faith judgment (based on the advice of a financial advisor
     of nationally recognized reputation), taking into account the person
     making the proposal and the legal, financial, regulatory and other
     aspects of the proposal deemed appropriate by the MCI WorldCom board of
     directors, (A) would be more favorable than the merger to MCI WorldCom's
     shareholders taken as a whole, (B) is reasonably capable of being
     completed and (C) for which financing, to the extent required, is then
     committed or is reasonably capable of being obtained by such third
     party.

   None of the board of directors of MCI WorldCom or Sprint or any committee
thereof will:

  .  withdraw, or propose publicly to withdraw, in a manner adverse to the
     other party, the approval or recommendation by such board of directors
     or such committee of the merger or the merger agreement

  .  modify, or propose publicly to modify, in a manner adverse to the other
     party, the approval or recommendation of such board of directors or such
     committee of the merger or the merger agreement

  .  approve or recommend, or propose publicly to approve or recommend, any
     competing proposal or

  .  approve or recommend, or propose to approve or recommend, or execute or
     enter into, any letter of intent, agreement in principle, merger
     agreement, acquisition agreement, option agreement or other similar
     agreement or propose publicly or agree to do any of the foregoing
     related to any competing proposal;

  provided, however, that at any time during the period beginning on December
  4, 1999 and ending on the date the vote required to be obtained from such
  party's stockholders in connection with the merger has been obtained, in
  response to a superior proposal which did not result from a breach of the
  "no solicitation" provisions described above, if such party's board of
  directors, in the exercise of its fiduciary duties, determines in good
  faith, after consultation with outside counsel, that to do otherwise would
  not be in the best interests of its stockholders, such party's board of
  directors may:

  .  modify or propose publicly to modify, in a manner adverse to the other
     party, the approval or recommendation of the merger or the merger
     agreement by such party's board of directors and/or

  .  terminate the merger agreement (and concurrently with or after such
     termination, if it so chooses, cause such party to enter into any
     acquisition agreement with respect to any superior proposal), but only
     at a time that is (1) during the period beginning on December 4, 1999
     and ending on the date the vote required to be obtained from such
     party's stockholders in connection with the merger has been obtained and
     (2) after the fourth business day (or the second calendar day in the
     case of a material amendment to a superior proposal) after such party's
     receipt of written notice advising it that such other party's board of
     directors is prepared to accept a superior proposal (or any material
     amendment), specifying the material terms and conditions of such
     superior proposal (or any material amendment) and identifying the person
     making such superior proposal (or any material amendment).

   The merger agreement also provides that each party will promptly advise the
other of any competing proposal or any inquiry or request for information
relating to that competing proposal, the material terms and conditions of such
competing proposal or request and the identity of the person making such
competing proposal or request. Each party will promptly keep the other
reasonably informed of the status (including amendments) of any competing
proposal or request.

                                      100
<PAGE>

Termination

   The merger agreement may be terminated at any time before the completion of
the merger, whether before or after the stockholder approvals have been
obtained at the special meetings:

   1. by mutual written consent of MCI WorldCom and Sprint

   2. by MCI WorldCom or Sprint, if the merger has not been completed by
      December 31, 2000; provided, however, that this right to terminate the
      merger agreement will not be available to any party whose failure to
      fulfill its obligations under the merger agreement shall have been the
      cause of or shall have resulted in the failure of the merger to be
      completed by December 31, 2000

   3. by MCI WorldCom or Sprint, if the MCI WorldCom shareholders have not
      approved the merger agreement at an MCI WorldCom shareholders meeting
      or at any adjournment or postponement of any such meeting

   4. by MCI WorldCom or Sprint, if the Sprint stockholders have not adopted
      the merger agreement at a Sprint stockholders meeting or at any
      adjournment or postponement of any such meeting

   5. by MCI WorldCom or Sprint, if (1) any governmental entity issues an
      order, decree or ruling or takes any other action permanently
      restraining, enjoining or otherwise prohibiting the transactions
      contemplated by the merger agreement and such order, decree, ruling or
      other action has become final and nonappealable, or (2) any
      governmental entity has failed to issue an order, decree or ruling or
      take any other action, in each case which is necessary to fulfill the
      conditions to the merger described in the third, fourth and fifth
      bullet points under the first paragraph of "--Conditions to the
      Completion of the Merger" and such denial of a request to issue such
      order, decree, ruling or take such other action shall have become final
      and nonappealable; provided, however, that the right to terminate the
      merger agreement under this provision will not be available to any
      party whose failure to comply with its obligations under the merger
      agreement has caused or resulted in such action or inaction

   6. by MCI WorldCom or Sprint, if the other party has breached or failed to
      perform any of its representations, warranties, covenants or other
      agreements contained in the merger agreement, which breach or failure
      to perform would give rise to the failure of a condition described in
      the first, second or third bullet points under the second paragraph of
      "--Conditions to the Completion of the Merger" and has not been or
      cannot be cured within 45 calendar days of receiving notice from the
      other party of the breach or failure to perform

   7. by Sprint, at any time during the period beginning on December 4, 1999
      and ending on the date the vote of holders of Sprint capital stock
      required to adopt the merger agreement has been obtained, in response
      to a superior proposal which did not otherwise result from a breach by
      Sprint of the provisions of the merger agreement described above under
      "--No Solicitation", if Sprint has complied with the notice
      requirements and has paid the termination fee

   8. by MCI WorldCom, at any time during the period beginning on December 4,
      1999 and ending on the date the votes of holders of MCI WorldCom
      capital stock required to approve the merger agreement have been
      obtained, in response to a superior proposal which did not otherwise
      result from a breach by MCI WorldCom of the provisions of the merger
      agreement described above under "--No Solicitation", if MCI WorldCom
      has complied with the notice requirements and has paid the termination
      fee

   9. by MCI WorldCom, if Sprint modifies or proposes publicly to modify, in
      a manner adverse to MCI WorldCom, the approval or recommendation of the
      merger or the merger agreement by the Sprint board of directors or

  10. by Sprint, if MCI WorldCom modifies or proposes publicly to modify, in
      a manner adverse to Sprint, the approval or recommendation of the
      merger or the merger agreement by the MCI WorldCom board of directors.

                                      101
<PAGE>

Termination Fees

 MCI WorldCom

  MCI WorldCom must pay Sprint a $2.5 billion termination fee if:

  1. at any time before the date the votes of holders of MCI WorldCom capital
     stock required to approve the merger agreement have been obtained, MCI
     WorldCom or its shareholders receive a competing proposal or a third
     party publicly announces an intention to make a competing proposal for
     MCI WorldCom and MCI WorldCom or Sprint then terminates the merger
     agreement for the reason described in paragraph 2 (without an MCI
     WorldCom special meeting having occurred) or the reason described in
     paragraph 3 above under "--Termination"

  2. MCI WorldCom terminates the merger agreement for the reason described in
     paragraph 8 above under "--Termination" or

  3. Sprint terminates the merger agreement for the reason described in
     paragraph 10 above under "--Termination";

  provided, however, that no termination fee will be payable under the
  situations described in paragraph 1 or 3 above unless, within 12 months of
  termination of the merger agreement, MCI WorldCom enters into a definitive
  agreement concerning, or approves or completes (A) any proposal made by a
  third party relating to any direct or indirect acquisition or purchase of
  50% or more of the assets of MCI WorldCom and its subsidiaries, taken as a
  whole, or 50% or more of the combined voting power of the shares of MCI
  WorldCom common stock, any tender offer or exchange offer that if
  consummated would result in any person beneficially owning 50% or more of
  the combined voting power of the shares of MCI WorldCom common stock, or
  (B) any merger, consolidation, business combination, recapitalization,
  liquidation, dissolution or similar transaction involving MCI WorldCom or
  any of its subsidiaries in which the other party thereto or its
  shareholders will own 50% or more of the combined voting power of the
  shares of the parent entity resulting from any such transaction and
  representatives of such other party shall represent a majority of the board
  of directors of such parent entity.

 Sprint

  Sprint must pay MCI WorldCom a $2.5 billion termination fee if:

  1. at any time before the date the vote of holders of Sprint capital stock
     required to adopt the merger agreement has been obtained, Sprint or its
     stockholders receive a competing proposal or a third party publicly
     announces an intention to make a competing proposal for Sprint and MCI
     WorldCom or Sprint then terminates the merger agreement for the reason
     described in paragraph 2 (without a Sprint special meeting having
     occurred) or the reason described in paragraph 4 above under "--
     Termination"

  2. Sprint terminates the merger agreement for the reason described in
     paragraph 7 above under "--Termination" or

  3. MCI WorldCom terminates the merger agreement for the reason described in
     paragraph 9 above under "--Termination";

  provided, however, that no termination fee will be payable under the
  situations described in paragraph 1 or 3 above unless, within 12 months of
  termination of the merger agreement, Sprint enters into a definitive
  agreement concerning, or approves or completes (A) any proposal made by a
  third party relating to any direct or indirect acquisition or purchase of
  50% or more of the assets of Sprint and its subsidiaries, taken as a whole,
  or 50% or more of the combined voting power of the shares of Sprint common
  stock, any tender offer or exchange offer that if consummated would result
  in any person beneficially owning 50% or more of the combined voting power
  of the shares of Sprint common stock or (B) any merger, consolidation,
  business combination, recapitalization, liquidation, dissolution or similar
  transaction

                                      102
<PAGE>

  involving Sprint or any of its subsidiaries in which the other party
  thereto or its stockholders will own 40% or more of the combined voting
  power of the parent entity resulting from any such transaction.

   The merger agreement further provides that if MCI WorldCom or Sprint fails
to pay any termination fee due, it must pay the costs and expenses in
connection with any action taken to collect payment, together with interest on
the amount of the termination fee.

Conduct of Business Pending the Merger

 Sprint

   Under the merger agreement, Sprint has agreed that, from the date of the
merger agreement until the completion of the merger, except (1) to the extent
MCI WorldCom shall otherwise consent in writing, which consent shall not be
unreasonably withheld or delayed, or (2) to the extent not reasonably
practicable in light of the announcement or existence of the merger agreement
and the transactions contemplated by the merger agreement, it will and will
cause its subsidiaries taken as a whole to carry on its business in the usual,
regular and ordinary course in all material respects, in substantially the same
manner as conducted before the date of the merger agreement, and shall use all
reasonable efforts to maintain its rights and franchises and preserve its
relationships with customers, suppliers and others having business dealings
with it with the objective to minimize the impairment of its ongoing business.

   In addition, Sprint has agreed that, from the date of the merger agreement
until the completion of the merger, subject to certain exceptions and except to
the extent MCI WorldCom shall otherwise consent in writing, which consent shall
not be unreasonably withheld or delayed, neither it nor any of its subsidiaries
may:

  . declare or pay any dividends on or make other distributions in respect of
    any of its capital stock, other than (1) the declaration and payment of
    regular quarterly cash dividends not in excess of $0.125 per share of
    Sprint FON common stock, and any corresponding cash dividends on shares
    held by holders of Sprint class A common stock or Sprint class A common
    stock--series DT, and regular dividends required by the terms of the
    Sprint preferred stock and (2) dividends by a wholly owned subsidiary of
    Sprint to its parent

  . split, combine or reclassify any of its capital stock or issue or
    authorize or propose the issuance of any other securities in respect of,
    in lieu of or in substitution for, shares of its capital stock except for
    any such transaction by a wholly owned subsidiary of Sprint which remains
    a wholly owned subsidiary of Sprint after the completion of such
    transaction

  . repurchase, redeem or otherwise acquire any shares of its capital stock
    or any securities convertible into or exercisable for any shares of its
    capital stock except for the purchase by Sprint of its common stock in
    the ordinary course of business consistent with past practice in
    connection with Sprint's benefit plans and certain other exceptions

  . issue, deliver or sell, or authorize or propose the issuance, delivery or
    sale of, any shares of its capital stock, any other voting securities or
    any securities convertible into or exercisable for, or any rights,
    warrants or options to acquire, any such securities, other than the
    issuance of Sprint common stock (and associated Sprint preferred stock
    purchase rights) upon exercise of stock options or in connection with
    rights under other stock-based benefit plans, the issuance of Sprint
    capital stock upon the conversion of other Sprint securities, issuances
    by a wholly owned subsidiary of Sprint of capital stock to such
    subsidiary's parent, issuances in accordance with Sprint's rights
    agreement, issuances of stock options in connection with regular option
    grants by Sprint or issuances of stock options for new hires or issuances
    of restricted stock, in each case in the ordinary course of business
    consistent with past practice under Sprint's benefit plans, the issuance
    of shares of Sprint capital stock pursuant to purchase rights or
    preemptive rights held by Sprint stockholders under the terms of the
    instruments or agreements in effect on the date of the merger agreement
    or the issuance of Sprint capital stock pursuant to acquisitions
    permitted by the merger agreement

                                      103
<PAGE>

  . amend the articles of incorporation or bylaws of Sprint

  . acquire or agree to acquire by merging or consolidating with, or by
    purchasing a substantial equity interest in or a substantial portion of
    the assets of, or by any other manner, any business or any person, other
    than acquisitions of assets used in the operation of the business of
    Sprint and its subsidiaries in the ordinary course of business consistent
    with past practice, internal reorganizations or consolidations involving
    existing Sprint subsidiaries or the creation of new Sprint subsidiaries,
    so long as such permitted activities could not reasonably be expected to
    result in (1) any of the conditions to the merger not being satisfied or
    (2) a material delay in the satisfaction of any of the conditions to the
    merger

  . sell, lease, encumber or otherwise dispose of, or agree to sell, lease,
    encumber or otherwise dispose of, any of its assets, other than in the
    ordinary course of business consistent with past practice and, in any
    event, which are not material, individually or in the aggregate, to
    Sprint and its subsidiaries taken as a whole, or internal reorganizations
    or consolidations involving existing Sprint subsidiaries

  . incur any indebtedness for borrowed money or guarantee any such
    indebtedness of another person, issue or sell any debt securities or
    warrants or other rights to acquire any debt securities of Sprint or any
    of its subsidiaries, guarantee any debt securities of another person,
    enter into any "keep well" or other agreement to maintain any financial
    statement condition of another person or enter into any arrangement
    having the economic effect of any of the foregoing, except for short-term
    borrowings, senior bank or similar bank financing or, subject to prior
    consultation with MCI WorldCom, any other indebtedness incurred by Sprint
    or any of its subsidiaries with a maturity date not to exceed five years
    from the date of its original issuance incurred in the ordinary course of
    business consistent with past practice or intercompany indebtedness
    between Sprint and any of its wholly owned subsidiaries or between such
    wholly owned subsidiaries

  . make any loans or advances to any other person other than employee loans
    or advances made by Sprint in the ordinary course of business consistent
    with past practice and loans or advances made between Sprint and any of
    its wholly owned subsidiaries or between such wholly owned subsidiaries

  . make any investments in any person other than investments in wholly owned
    subsidiaries and investments in the ordinary course of business
    consistent with past practice and, in any event, which are not material,
    individually or in the aggregate, to Sprint

  . enter into any new material line of business outside its core businesses,
    as defined in Sprint's articles of incorporation

  . make or agree to make any new capital expenditures other than capital
    expenditures made or agreed to be made in the ordinary course of business
    not in excess of specified amounts agreed to by MCI WorldCom and Sprint

  . take any action that would prevent or impede the merger from qualifying
    as a reorganization under section 368 of the Internal Revenue Code

  . take any action that would, or that could reasonably be expected to,
    result in (1) any of the conditions to the merger not being satisfied or
    (2) a material delay in the satisfaction of any of the conditions to the
    merger

  . change Sprint's fiscal year or, subject to certain exceptions, make any
    material change in its methods of accounting in effect at December 31,
    1998

  . take any action that would cause the representations and warranties in
    the merger agreement to no longer be true or

  . authorize, commit or agree to take any of the foregoing actions.

                                      104
<PAGE>

 MCI WorldCom

   Under the merger agreement, MCI WorldCom has agreed that, from the date of
the merger agreement until the completion of the merger, except (1) to the
extent Sprint shall otherwise consent in writing, which consent shall not be
unreasonably withheld or delayed, or (2) to the extent not reasonably
practicable in light of the announcement or existence of the merger agreement
and the transactions contemplated by the merger agreement, it will and will
cause its subsidiaries taken as a whole to carry on its business in the usual,
regular and ordinary course in all material respects, in substantially the same
manner as conducted before the date of the merger agreement, and shall use all
reasonable efforts to maintain its rights and franchises and preserve its
relationships with customers, suppliers and others having business dealings
with it with the objective to minimize the impairment of its ongoing business.

   In addition, MCI WorldCom has agreed that, from the date of the merger
agreement until the completion of the merger, subject to certain exceptions and
except to the extent Sprint shall otherwise consent in writing, which consent
shall not be unreasonably withheld or delayed, neither it nor any of its
subsidiaries will:

  . repurchase, redeem or otherwise acquire any shares of its capital stock
    or any securities convertible into or exercisable for MCI WorldCom
    capital stock except for the purchase by MCI WorldCom of MCI WorldCom
    capital stock (and associated MCI WorldCom preferred stock purchase
    rights) in the ordinary course of business consistent with past practice
    in connection with share options, share incentive schemes, profit sharing
    schemes or other MCI WorldCom benefit plans or repurchases of MCI
    WorldCom common stock in open market or privately negotiated transactions

  . acquire or agree to acquire by merging or consolidating with, or by
    purchasing a substantial equity interest in or all or a substantial
    portion of the assets of any business or any other person, in any event
    (1) with a value in excess of an amount equal to 20% of the market
    capitalization of MCI WorldCom for any one acquisition and 30% thereof
    for all acquisitions before the completion of the merger, or (2) that
    could reasonably be expected to result in any of the conditions to the
    merger not being satisfied or a material delay in the satisfaction of any
    of the conditions to the merger

  . enter into any new material line of business outside its existing core
    businesses

  . sell, lease, encumber or otherwise dispose of all or substantially all of
    any material line of business for MCI WorldCom and its subsidiaries taken
    as a whole

  . take any action that would prevent or impede the merger from qualifying
    as a reorganization under section 368 of the Internal Revenue Code

  . take any action that would, or that could reasonably be expected to,
    result in (1) any of the conditions to the merger not being satisfied or
    (2) a material delay in the satisfaction of any of the conditions to the
    merger

  . take any action that would cause the representations and warranties in
    the merger agreement to no longer be true or

  . authorize, commit or agree to take any of the foregoing actions.

Amendment; Extension and Waiver

   Subject to applicable law:

  . the merger agreement may be amended by the parties in writing at any
    time, except that after the merger agreement has been adopted by Sprint
    stockholders or approved by MCI WorldCom shareholders, no amendment which
    by law or in accordance with the rules of The Nasdaq National Market or
    the New York Stock Exchange requires further approval by Sprint
    stockholders or MCI WorldCom shareholders shall be made without such
    further approval and

                                      105
<PAGE>

  . at any time prior to the completion of the merger, a party may, by
    written instrument signed on behalf of such party, extend the time for
    performance of any of the obligations or acts of the other party to the
    merger agreement, waive any inaccuracies in the representations and
    warranties of the other party contained in the merger agreement or in any
    related document and waive compliance by the other party with any
    agreement or condition in the merger agreement.

Expenses

  Whether or not the merger is completed, all fees and expenses incurred in
connection with the merger, the merger agreement and the transactions
contemplated by the merger agreement, including the solicitation of stockholder
approval, will be paid by the party incurring such fees or expenses, except
that MCI WorldCom and Sprint will share equally the expenses incurred in
connection with filing, printing and mailing of this proxy statement/prospectus
and the registration statement of which it is a part, including Securities and
Exchange Commission filing fees, and the filing fees for the premerger
notification and report forms under the Hart-Scott-Rodino Act and for any
filings with the European Commission.

Representations and Warranties

  The merger agreement contains customary representations and warranties of MCI
WorldCom and Sprint relating to, among other things:

  . corporate organization and similar corporate matters

  . subsidiaries

  . capital structure

  . authorization, execution, delivery, performance and enforceability of,
    and required consents, approvals, orders and authorizations of
    governmental authorities relating to, the merger agreement and related
    matters

  . documents filed with the Securities and Exchange Commission, the accuracy
    of information contained in those documents and the absence of
    undisclosed liabilities

  . the accuracy of information supplied in connection with this proxy
    statement/prospectus and the registration statement of which it is a part

  . absence of material changes or events

  . compliance with applicable laws

  . with respect to Sprint only, absence of changes in Sprint's benefit plans

  . matters relating to the Employee Retirement Income Security Act of 1974
    and employment agreements

  . filing of tax returns and payment of taxes

  . required stockholder vote

  . satisfaction of state takeover statutes' requirements in Georgia and
    Kansas

  . engagement and payment of fees of brokers, investment bankers, finders
    and financial advisors

  . receipt of fairness opinions from financial advisors

  . intellectual property and year 2000 matters

  . outstanding and pending litigation and

  . no amendment of the rights agreements.

                                      106
<PAGE>

Other Agreements

  Each of MCI WorldCom and Sprint has agreed to use its reasonable best efforts
to:

  .  take, or cause to be taken, all actions and to do, or cause to be done,
     all things necessary, proper or advisable under applicable laws and
     regulations to complete the merger

  .  obtain and maintain all approvals, consents, waivers, registrations,
     permits, authorizations, clearances and other confirmations required to
     be obtained from any third party and/or any governmental entity that are
     reasonably necessary to complete the merger

  .  cooperate in all respects with each other in connection with any filing
     or submission and in connection with any investigation or other inquiry,
     including any proceeding initiated by a private party

  .  promptly inform the other party of any communication received by such
     party from, or given by such party to, the FCC, state public utility
     commissions, the Antitrust Division or any other governmental entity and
     any material communication received or given in connection with any
     proceeding by a private party

  .  permit the other party to review any communications given by it to, and
     consult with each other in advance to the extent practicable of any
     meeting or conference with, the FCC, state public utility commissions,
     the Antitrust Division or any such other governmental entity or, in
     connection with a proceeding by a private party, with any other person

  .  to the extent permitted by the FCC, state public utility commissions,
     the Antitrust Division or such other applicable governmental entity or
     other person, give the other party the opportunity to attend and
     participate in such meetings and conferences

  .  contest and resist any administrative or judicial action or proceeding,
     including any proceeding by a private party, that is instituted, or
     threatened to be instituted, challenging any transaction contemplated by
     the merger agreement or any statute, rule, regulation, executive order,
     decree, injunction or administrative order that is enacted, entered,
     promulgated or enforced by a governmental entity which would make the
     merger illegal or would otherwise prohibit or materially impair or delay
     the completion of the merger and

  .  have vacated, lifted, reversed or overturned any decree, judgment,
     injunction or other order that is in effect and that prohibits, prevents
     or restricts the completion of the merger and to have any statute, rule,
     regulation, executive order, decree, injunction or administrative order
     repealed, rescinded or made inapplicable.

   The merger agreement provides that neither MCI WorldCom nor Sprint is
required to agree to or effect any divestiture or take any other action if
doing so would, individually or in the aggregate, reasonably be expected to
materially impair the parties' ability to achieve the overall benefits expected
to be realized from the completion of the merger.

Amendments to the MCI WorldCom Articles of Incorporation

   The merger agreement provides that the articles of incorporation of MCI
WorldCom, as in effect immediately before the merger, will be amended upon
completion of the merger to reflect the form of the amended WorldCom articles
of incorporation that is attached as Annex 2 to this proxy
statement/prospectus. See "Description of MCI WorldCom Capital Stock" and
"Comparison of Rights of MCI WorldCom Shareholders and Sprint Stockholders".

Amendments to the MCI WorldCom Bylaws

   The merger agreement provides that the MCI WorldCom bylaws, as in effect
immediately before the merger, will be amended upon completion of the merger to
reflect the form of the amended WorldCom bylaws

                                      107
<PAGE>

that is attached as Annex 3 to this proxy statement/prospectus. See
"Description of MCI WorldCom Capital Stock" and "Comparison of Rights of MCI
WorldCom Shareholders and Sprint Stockholders".

Corporate Governance and Capital Structure Matters

   In addition, the merger agreement provides that upon completion of the
merger:

  .  the board of directors of WorldCom, as the surviving corporation, will
     be constituted as described under "The Merger--Interests of Sprint
     Directors and Executive Officers in the Merger--Board of Directors"

  .  WorldCom will adopt tracking stock policies virtually identical to the
     current Sprint tracking stock policies as described below under
     "Tracking Stock Matters"

  .  WorldCom will assume the Sprint tax sharing agreement and

  .  the WorldCom rights agreement will be modified to account for the
     creation of the WorldCom PCS group common stock.

                                      108
<PAGE>

                     COMPARATIVE STOCK PRICES AND DIVIDENDS

   MCI WorldCom common stock is quoted on The Nasdaq National Market under the
trading symbol "WCOM". Sprint series 1 FON common stock and Sprint series 1 PCS
common stock are listed on the New York Stock Exchange under the trading
symbols "FON" and "PCS", respectively. At the completion of the merger, MCI
WorldCom expects that the WorldCom series 1 PCS common stock will be approved
for quotation on The Nasdaq National Market, subject to official notice of
issuance.

   The following table sets forth, for the periods indicated, the high and low
sale prices per share of MCI WorldCom common stock on The Nasdaq National
Market and Sprint series 1 FON common stock and Sprint series 1 PCS common
stock on the New York Stock Exchange.

   The sale prices of MCI WorldCom common stock have been restated to reflect
MCI WorldCom's three-for-two stock split in the form of a 50% stock dividend
which was distributed on December 30, 1999. The sale prices of Sprint PCS
common stock have been restated to reflect Sprint's two-for-one stock split of
its Sprint PCS common stock in the form of a stock dividend which was
distributed on February 4, 2000. The sale prices of Sprint series 1 FON common
stock have been restated to reflect Sprint's two-for-one stock split of its
Sprint FON common stock in the second quarter of 1999. The sales prices of
Sprint series 1 FON common stock for periods before the fourth quarter of 1998
represent the market price of Sprint common stock as adjusted for the
recapitalization of Sprint common stock in the November 1998 Sprint PCS
restructuring.

   For current price information, you are urged to consult publicly available
sources. MCI WorldCom has never paid dividends on its common stock. Sprint has
historically paid regular quarterly dividends of $0.125 per share on Sprint
series 1 FON common stock. WorldCom does not intend to pay dividends on either
the WorldCom group common stock or the WorldCom PCS group common stock.

<TABLE>
<CAPTION>
                          MCI WorldCom  Sprint Series 1 FON Sprint Series 1 PCS
                          Common Stock     Common Stock        Common Stock
                          ------------- ------------------- -------------------
                           High   Low     High       Low      High       Low
                          ------ ------ ------------------- -------------------
<S>                       <C>    <C>    <C>       <C>       <C>       <C>
1997:
  First Quarter.......... $18.59 $14.50    $21.42    $17.13    $  --     $  --
  Second Quarter.........  21.98  14.17     23.55     18.23       --        --
  Third Quarter..........  25.17  19.92     23.48     19.64       --        --
  Fourth Quarter.........  26.59  19.00     27.06     21.77       --        --
1998:
  First Quarter..........  29.92  18.67     33.77     24.66       --        --
  Second Quarter.........  32.29  27.75     33.77     29.02       --        --
  Third Quarter..........  38.59  26.67     35.77     27.45       --        --
  Fourth Quarter.........  50.50  26.00     42.66     30.83     11.69      7.03
1999:
  First Quarter..........  62.83  46.00     50.34     36.88     24.16     10.44
  Second Quarter.........  64.50  53.54     57.47     48.63     30.38     20.75
  Third Quarter..........  60.92  47.92     55.69     42.63     39.13     26.47
  Fourth Quarter ........  61.33  44.04     75.94     54.00     57.22     33.41
2000:
  First Quarter (through
    . )..................     .      .         .         .         .         .
</TABLE>

                                      109
<PAGE>

          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

   The following unaudited pro forma condensed combined financial statements
give effect to the merger of MCI WorldCom and Sprint under the purchase method
of accounting. These pro forma statements are presented for illustrative
purposes only. The pro forma adjustments are based upon available information
and assumptions that management believes are reasonable. The pro forma
condensed combined financial statements do not purport to represent what the
results of operations or financial position of MCI WorldCom would actually have
been if the merger and related transactions had in fact occurred on such dates,
nor do they purport to project the results of operations or financial position
of MCI WorldCom for any future period or as of any date, respectively.

   Under the purchase method of accounting, tangible and identifiable
intangible assets acquired and liabilities assumed are recorded at their
estimated fair values. The excess of the purchase price, including estimated
fees and expenses related to the merger, over the net assets acquired is
classified as goodwill on the accompanying unaudited pro forma condensed
combined balance sheet. The estimated fair values and useful lives of assets
acquired and liabilities assumed are based on a preliminary valuation and are
subject to final valuation adjustments which may cause some of the intangibles
to be amortized over a shorter life than the goodwill amortization period of 20
years. MCI WorldCom intends to undertake a study to determine the allocation of
the total purchase price to the various assets acquired, including in-process
research and development, and the liabilities assumed. MCI WorldCom's
management currently believes that amounts allocated to goodwill will be
amortized over a life not to exceed 25 years while other intangibles may be
amortized over shorter periods, which would reduce net income reported by
WorldCom.

   The unaudited pro forma condensed combined balance sheet as of September 30,
1999 was prepared by combining the balance sheet at September 30, 1999 for MCI
WorldCom with the balance sheet at September 30, 1999 for Sprint, giving effect
to the merger as though it had been completed on September 30, 1999.

   The unaudited pro forma condensed combined statements of operations for the
periods presented were prepared by combining MCI WorldCom's statements of
operations for the year ended December 31, 1998, and the nine months ended
September 30, 1999, with Sprint's statements of operations for the year ended
December 31, 1998, and the nine months ended September 30, 1999, respectively,
giving effect to the merger as though it had occurred on January 1, 1998. These
unaudited pro forma condensed combined financial data do not give effect to any
restructuring costs or to any potential cost savings or other operating
efficiencies that could result from the Sprint merger.

   The consolidated historical financial statements of MCI WorldCom and Sprint
for the year ended December 31, 1998, are derived from audited consolidated
financial statements incorporated by reference in this proxy
statement/prospectus. The condensed consolidated historical financial
statements of MCI WorldCom and Sprint for the nine months ended September 30,
1999, are derived from unaudited condensed consolidated financial statements
incorporated by reference in this proxy statement/prospectus.

   On November 18, 1999, the MCI WorldCom board of directors authorized a
three-for-two stock split in the form of a 50% stock dividend which was
distributed on December 30, 1999. All MCI WorldCom per share data and numbers
of MCI WorldCom common shares have been retroactively restated to reflect this
stock split.

   On December 14, 1999, the Sprint board of directors authorized a two-for-one
stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000. All Sprint PCS group per share data
and numbers of Sprint PCS common shares have been retroactively restated to
reflect this stock split.

   You should read the financial information in this section along with MCI
WorldCom's and Sprint's historical consolidated financial statements and
accompanying notes incorporated by reference in this proxy
statement/prospectus. See "Where You Can Find More Information" beginning on
page 205.

                                      110
<PAGE>

            UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (1)

                            As of September 30, 1999
                                 (In millions)

<TABLE>
<CAPTION>
                                                                         WorldCom
                             MCI WorldCom      Sprint      Pro Forma     Pro Forma
                            Historical (2) Historical (2) Adjustments    Combined
                            -------------- -------------- -----------    ---------
<S>                         <C>            <C>            <C>            <C>
Current assets.............    $ 9,707        $ 5,589      $    --       $ 15,296
Property, plant and
 equipment, net............     25,901         20,776           --         46,677
Goodwill and PCS licenses,
 net.......................     42,801          8,434        (8,434)(3)   150,467
                                                            107,666 (3)
Other intangibles, net.....      4,486          1,159           --          5,645
Other assets...............      4,067          2,026           --          6,093
                               -------        -------      --------      --------
    Total assets...........    $86,962        $37,984      $ 99,232      $224,178
                               =======        =======      ========      ========
Current liabilities........    $15,553        $ 6,318      $    --       $ 21,871
Long-term debt.............     13,245         14,376           --         27,621
Other liabilities..........      5,683          3,514           --          9,197
Minority interests.........      2,366            --            --          2,366
Mandatorily redeemable
 preferred stock...........        798             10           (10)(4)       808
                                                                 10 (5)
Shareholders' equity
  Preferred stock..........        --             --            --            --
  Common stock.............         28            --             15 (5)        43
  Class A common stock.....        --             216          (216)(4)       --
  FON common stock.........        --           1,575        (1,575)(4)       --
  PCS common stock.........        --             862          (862)(4)       948
                                                                948 (5)
  PCS preferred stock......        --             247          (247)(4)       247
                                                                247 (5)
  Paid in capital..........     51,285          8,450        (8,450)(4)   163,073
                                                            111,788 (5)
  Retained earnings
   (deficit)...............     (1,811)         2,549        (2,549)(4)    (1,811)
  Other....................       (185)          (133)          133 (4)      (185)
                                                                 -- (5)
                               -------        -------      --------      --------
    Total
     shareholders' equity..     49,317         13,766        99,232       162,315
                               -------        -------      --------      --------
    Total liabilities and
     shareholders' equity..    $86,962        $37,984      $ 99,232      $224,178
                               =======        =======      ========      ========
</TABLE>

         The accompanying notes are an integral part of this statement.

                                      111
<PAGE>

       UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (1)

                  For the Nine Months Ended September 30, 1999
                      (In millions, except per share data)

<TABLE>
<CAPTION>
                                                               WorldCom                               WorldCom PCS
                    MCI WorldCom    Sprint FON    Pro Forma    Pro Forma   Sprint PCS    Pro Forma     Pro Forma    Intergroup
                   Historical (2) Historical (2) Adjustments   Combined  Historical (2) Adjustments     Combined   Eliminations
                   -------------- -------------- -----------   --------- -------------- -----------   ------------ ------------
<S>                <C>            <C>            <C>           <C>       <C>            <C>           <C>          <C>
Revenues.........     $27,131        $12,757       $  (422)(6)  $39,466     $ 2,184       $   --        $ 2,184       $(185)(7)
Operating
 expenses:
 Line costs......      11,940          5,891          (422)(6)   17,409       1,620           --          1,620        (185)(7)
 Selling, general
  and
  administrative..      6,530          3,104           --         9,634       1,777           --          1,777         --
 Goodwill and PCS
  licenses
  amortization...         907             31           (31)(9)    3,172         135          (135)(9)     1,773         --
                                                     2,265 (8)                              1,773 (8)
 Depreciation and
  other
  amortization...       2,293          1,532           --         3,825         977           --            977         --
                      -------        -------       -------      -------     -------       -------       -------       -----
Operating income
 (loss)..........       5,461          2,199        (2,234)       5,426      (2,325)       (1,638)       (3,963)        --
Other income
 (expense):
 Interest
  expense........        (710)          (132)          --          (842)       (497)          --           (497)         16 (7)
 Other...........          44           (146)          --          (102)         39           --             39         (16)(7)
                      -------        -------       -------      -------     -------       -------       -------       -----
Income (loss)
 before income
 taxes and
 minority
 interests.......       4,795          1,921        (2,234)       4,482      (2,783)       (1,638)       (4,421)        --
Provision
 (benefit) for
 income taxes....       1,992            770           --         2,762      (1,008)          --         (1,008)        --
                      -------        -------       -------      -------     -------       -------       -------       -----
Income (loss)
 before minority
 interests.......       2,803          1,151        (2,234)       1,720      (1,775)       (1,638)       (3,413)        --
Minority
 interests.......         (92)           --            --           (92)        --            --            --          --
                      -------        -------       -------      -------     -------       -------       -------       -----
Income (loss)
 before
 extraordinary
 items...........       2,711          1,151        (2,234)       1,628      (1,775)       (1,638)       (3,413)        --
Distributions on
 subsidiary trust
 mandatorily
 redeemable
 preferred
 securities......          48            --            --            48         --            --            --          --
Preferred
 dividend
 requirements....         --              (5)          --            (5)         11           --             11         --
                      -------        -------       -------      -------     -------       -------       -------       -----
Net income (loss)
 applicable to
 common
 shareholders
 before
 extraordinary
 items...........     $ 2,663        $ 1,156       $(2,234)     $ 1,585     $(1,786)      $(1,638)      $(3,424)      $ --
                      =======        =======       =======      =======     =======       =======       =======       =====
Weighted average
 number of shares
 issued and
 outstanding:
 Basic...........       2,792            866         1,488        4,280         910           910           910
                      =======        =======       =======      =======     =======       =======       =======
 Diluted.........       2,900            884         1,516        4,416         910           910           910
                      =======        =======       =======      =======     =======       =======       =======
Earnings (loss)
 per share (10):
 Basic...........     $  0.95        $  1.33                      $0.37     $ (1.96)                    $ (3.76)
                      =======        =======                    =======     =======                     =======
 Diluted.........     $  0.92        $  1.31                      $0.36     $ (1.96)                    $ (3.76)
                      =======        =======                    =======     =======                     =======
<CAPTION>
                     WorldCom
                   Consolidated
                   ------------
<S>                <C>
Revenues.........    $41,465
Operating
 expenses:
 Line costs......     18,844
 Selling, general
  and
  administrative..    11,411
 Goodwill and PCS
  licenses
  amortization...      4,945

 Depreciation and
  other
  amortization...      4,802
                   ------------
Operating income
 (loss)..........      1,463
Other income
 (expense):
 Interest
  expense........     (1,323)
 Other...........        (79)
                   ------------
Income (loss)
 before income
 taxes and
 minority
 interests.......         61
Provision
 (benefit) for
 income taxes....      1,754
                   ------------
Income (loss)
 before minority
 interests.......     (1,693)
Minority
 interests.......        (92)
                   ------------
Income (loss)
 before
 extraordinary
 items...........     (1,785)
Distributions on
 subsidiary trust
 mandatorily
 redeemable
 preferred
 securities......         48
Preferred
 dividend
 requirements....          6
                   ------------
Net income (loss)
 applicable to
 common
 shareholders
 before
 extraordinary
 items...........    $(1,839)
                   ============
Weighted average
 number of shares
 issued and
 outstanding:
 Basic...........
 Diluted.........
Earnings (loss)
 per share (10):
 Basic...........
 Diluted.........
</TABLE>


         The accompanying notes are an integral part of this statement.

                                      112
<PAGE>

       UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (1)

                      For the Year Ended December 31, 1998

                      (In millions, except per share data)

<TABLE>
<CAPTION>
                                                               WorldCom
                        MCI           Sprint                     Group     Sprint PCS
                      WorldCom      FON Group     Pro Forma    Pro Forma     Group       Pro Forma
                   Historical (2) Historical (2) Adjustments   Combined  Historical (2) Adjustments
                   -------------- -------------- -----------   --------- -------------- -----------
<S>                <C>            <C>            <C>           <C>       <C>            <C>
Revenues.........     $17,678        $16,017       $  (305)(6)  $33,390     $ 1,225       $   --
Operating
 expenses:
 Line costs......       8,416          7,601          (305)(6)   15,712       1,294           --
 Selling, general
  and
  administrative..      4,312          3,741           --         8,053       1,532           --
 Goodwill and PCS
  licenses
  amortization...         634             41           (41)(9)    3,654          80           (80)(9)
                                                     3,020 (8)                              2,364 (8)
 Depreciation and
  other
  amortization...       1,566          1,874           --         3,440         710           --
 In-process
  research and
  development and
  other charges..       3,725            --            --         3,725         179           --
                      -------        -------       -------      -------     -------       -------
Operating income
 (loss)..........        (975)         2,760        (2,979)      (1,194)     (2,570)       (2,284)
Other income
 (expense):
 Interest
  expense........        (637)          (318)          --          (955)       (491)          --
 Other...........          41             32           --            73       1,429           --
                      -------        -------       -------      -------     -------       -------
Income (loss)
 before income
 taxes and
 minority
 interests.......      (1,571)         2,474        (2,979)      (2,076)     (1,632)       (2,284)
Provision
 (benefit) for
 income taxes....         876            934           --         1,810        (542)          --
                      -------        -------       -------      -------     -------       -------
Income (loss)
 before minority
 interests and
 extraordinary
 items...........      (2,447)         1,540        (2,979)      (3,886)     (1,090)       (2,284)
Minority
 interests.......         (93)           --            --           (93)        --            --
                      -------        -------       -------      -------     -------       -------
Income (loss)
 from continuing
 operations......      (2,540)         1,540        (2,979)      (3,979)     (1,090)       (2,284)
Distributions on
 subsidiary trust
 mandatorily
 redeemable
 preferred
 securities......          18            --            --            18         --            --
Preferred
 dividend
 requirements....          13            --            --            13           2           --
                      -------        -------       -------      -------     -------       -------
Net income (loss)
 applicable to
 common
 shareholders
 before
 extraordinary
 items...........     $(2,571)       $ 1,540       $(2,979)     $(4,010)    $(1,092)      $(2,284)
                      =======        =======       =======      =======     =======       =======
Weighted average
 number of shares
 issued and
 outstanding:
 Basic...........       1,911                        1,461        3,372                       832
                      =======                      =======      =======                   =======
 Diluted.........       1,911                        1,461        3,372                       832
                      =======                      =======      =======                   =======
Earnings (loss)
 per
 share (10):
 Basic...........     $ (1.35)                                  $ (1.19)
                      =======                                   =======
 Diluted.........     $ (1.35)                                  $ (1.19)
                      =======                                   =======
<CAPTION>
                   WorldCom PCS
                      Group
                    Pro Forma    Intergroup     WorldCom
                     Combined   Eliminations  Consolidated
                   ------------ ------------- ------------
<S>                <C>          <C>           <C>
Revenues.........    $ 1,225       $(108)(7)    $34,507
Operating
 expenses:
 Line costs......      1,294        (108)(7)     16,898
 Selling, general
  and
  administrative..     1,532         --           9,585
 Goodwill and PCS
  licenses
  amortization...      2,364         --           6,018

 Depreciation and
  other
  amortization...        710         --           4,150
 In-process
  research and
  development and
  other charges..        179         --           3,904
                   ------------ ------------- ------------
Operating income
 (loss)..........     (4,854)        --          (6,048)
Other income
 (expense):
 Interest
  expense........       (491)         81 (7)     (1,365)
 Other...........      1,429         (81)(7)      1,421
                   ------------ ------------- ------------
Income (loss)
 before income
 taxes and
 minority
 interests.......     (3,916)        --          (5,992)
Provision
 (benefit) for
 income taxes....       (542)        --           1,268
                   ------------ ------------- ------------
Income (loss)
 before minority
 interests and
 extraordinary
 items...........     (3,374)        --          (7,260)
Minority
 interests.......        --          --             (93)
                   ------------ ------------- ------------
Income (loss)
 from continuing
 operations......     (3,374)        --          (7,353)
Distributions on
 subsidiary trust
 mandatorily
 redeemable
 preferred
 securities......        --          --              18
Preferred
 dividend
 requirements....          2         --              15
                   ------------ ------------- ------------
Net income (loss)
 applicable to
 common
 shareholders
 before
 extraordinary
 items...........    $(3,376)      $ --         $(7,386)
                   ============ ============= ============
Weighted average
 number of shares
 issued and
 outstanding:
 Basic...........        832
                   ============
 Diluted.........        832
                   ============
Earnings (loss)
 per
 share (10):
 Basic...........    $ (4.06)
                   ============
 Diluted.........    $ (4.06)
                   ============
</TABLE>

         The accompanying notes are an integral part of this statement.

                                      113
<PAGE>

      Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. The unaudited pro forma financial data do not give effect to any
   restructuring costs or to any potential cost savings or other operating
   efficiencies that could result from the merger. MCI WorldCom is in the
   process of developing its plan to integrate the operations of Sprint which
   may include exit costs. As a result of this plan, a charge, or increase to
   purchase cost, which may be material but which cannot be quantified at the
   date of this proxy statement/prospectus, is expected to be recognized in the
   period in which such exit plan has been approved by the appropriate level of
   management. Furthermore, the unaudited pro forma financial data do not
   reflect any expense of intangible assets attributable to the value of any
   in-process research and development projects of Sprint at the time of the
   merger. However, MCI WorldCom intends to undertake a study to determine the
   allocation of the total purchase price to the various assets acquired,
   including in-process research and development, and the liabilities assumed.
   To the extent that a portion of the purchase price is allocated to in-
   process research and development projects of Sprint, a charge would be
   recognized in the period in which the merger occurs. The unaudited pro forma
   financial data are not necessarily indicative of the operating results or
   financial position that would have occurred had the merger been completed at
   the dates indicated, nor are they necessarily indicative of future operating
   results or financial position. The purchase accounting adjustments made in
   connection with the development of the unaudited pro forma condensed
   combined financial statements are preliminary and have been made solely for
   purposes of developing such pro forma financial information.

2. These columns represent historical results of operations and financial
   position. On September 14, 1998, MCI WorldCom completed the merger with MCI
   Communications. The merger with MCI Communications was accounted for as a
   purchase and therefore the operating results for MCI Communications are not
   reflected in the historical results of MCI WorldCom prior to September 14,
   1998. See "Additional Unaudited Pro Forma Presentation".

  In November 1998, Sprint stockholders approved the formation of the Sprint
  FON group and the Sprint PCS group and the creation of the Sprint FON
  common stock and the Sprint PCS common stock. The Sprint PCS common stock
  was designed to reflect the performance of Sprint's domestic wireless
  personal communication services (PCS) operations. The Sprint FON common
  stock was designed to reflect the performance of all of Sprint's other
  operations.

  The following table presents a reconciliation of Sprint's consolidated
  results of operations for the nine months ended September 30, 1999 (in
  millions):
<TABLE>
<CAPTION>
                                     Sprint   Sprint
                                       FON      PCS     Intergroup     Sprint
                                      Group    Group   Eliminations Consolidated
                                     -------  -------  ------------ ------------
   <S>                               <C>      <C>      <C>          <C>
   Revenues........................  $12,757  $ 2,184     $(185)      $14,756
   Line costs......................    5,891    1,620      (185)        7,326
   Selling, general and
    administrative.................    3,104    1,777        --         4,881
   Goodwill and PCS licenses
    amortization...................       31      135        --           166
   Depreciation and other
    amortization...................    1,532      977        --         2,509
                                     -------  -------     -----       -------
   Operating income (loss).........    2,199   (2,325)       --          (126)
   Other income (expense):
     Interest expense..............     (132)    (497)       16          (613)
     Other.........................     (146)      39       (16)         (123)
                                     -------  -------     -----       -------
   Income (loss) before income
    taxes and extraordinary items..    1,921   (2,783)       --          (862)
   Provision (benefit) for income
    taxes..........................      770   (1,008)       --          (238)
                                     -------  -------     -----       -------
   Income (loss) before
    extraordinary items............    1,151   (1,775)       --          (624)
   Preferred dividends.............       (5)      11        --             6
                                     -------  -------     -----       -------
   Net income (loss) applicable to
    common shareholders before
    extraordinary items............  $ 1,156  $(1,786)    $  --       $  (630)
                                     =======  =======     =====       =======
</TABLE>

                                      114
<PAGE>

     The following table presents a reconciliation of Sprint's consolidated
  results of operations for the year ended December 31, 1998 (in millions):

<TABLE>
<CAPTION>
                                    Sprint   Sprint    Intergroup     Sprint
                                      FON      PCS    Eliminations Consolidated
                                    -------  -------  ------------ ------------
   <S>                              <C>      <C>      <C>          <C>
   Revenues........................ $16,017  $ 1,225     $(108)      $17,134
   Line costs......................   7,601    1,294      (108)        8,787
   Selling, general and
    administrative.................   3,741    1,532        --         5,273
   Goodwill and PCS licenses
    amortization...................      41       80        --           121
   Depreciation and other
    amortization...................   1,874      710        --         2,584
   In-process research and
    development....................      --      179        --           179
                                    -------  -------     -----       -------
   Operating income (loss).........   2,760   (2,570)       --           190
   Other income (expense):
     Interest expense..............    (318)    (491)       81          (728)
     Other.........................      32    1,429       (81)        1,380
                                    -------  -------     -----       -------
   Income (loss) before income
    taxes and minority interests...   2,474   (1,632)       --           842
   Provision (benefit) for income
    taxes..........................     934     (542)       --           392
                                    -------  -------     -----       -------
   Income (loss) from continuing
    operations.....................   1,540   (1,090)                    450
   Preferred dividends.............      --        2        --             2
                                    -------  -------     -----       -------
   Net income (loss) applicable to
    common shareholders before
    extraordinary items............ $ 1,540  $(1,092)    $  --       $   448
                                    =======  =======     =====       =======
</TABLE>

                                      115
<PAGE>

3.  This adjustment reflects the excess of consideration over net assets
    acquired. The following is a calculation (in millions, except per share
    data):

<TABLE>
   <S>                                                                <C>
   Sprint FON common stock outstanding at September 30, 1999........       785
   Shares issuable upon conversion of Sprint FT/DT class A stock
    outstanding at September 30, 1999 (represents the right to one
    share of Sprint series 3 FON common stock)......................        86
   Shares issuable upon conversion of Sprint first and second series
    preferred stock.................................................         2
                                                                      --------
   Sprint FON common stock assumed outstanding at September 30,
    1999............................................................       873
   Assumed FON exchange ratio per share.............................    1.5960
                                                                      --------
   WorldCom group common stock assumed to be issuable for Sprint FON
    common stock....................................................     1,393
                                                                      --------
   Sprint PCS common stock outstanding at September 30, 1999 (as
    restated to account for Sprint's two-for-one stock split of its
    Sprint PCS common stock which was effected on February 4,
    2000)...........................................................       905
   Shares issuable upon conversion of Sprint FT/DT class A stock
    outstanding at September 30, 1999 (represents the right to one-
    half share of one share of Sprint series 3 PCS common stock)....        43
   Shares issuable upon conversion of Sprint seventh series
    preferred stock.................................................        16
   Shares issuable upon conversion of Sprint first and second series
    preferred stock.................................................         1
                                                                      --------
   Sprint PCS common stock assumed outstanding at September 30, 1999
    (as restated to account for Sprint's two-for-one stock split of
    its Sprint PCS common stock which was effected on February 4,
    2000)...........................................................       965
   PCS exchange ratio per share.....................................  0.116025
                                                                      --------
   WorldCom group common stock assumed to be issuable for Sprint PCS
    common stock....................................................       112
                                                                      --------
   Total WorldCom group common stock assumed to be issuable.........     1,505
   WorldCom group common stock assumed average price based on the
    MCI WorldCom common stock average closing price before and after
    the merger was announced (as adjusted to account for MCI
    WorldCom's three-for-two stock split which was effected on
    December 30, 1999)..............................................  $47.6181
                                                                      --------
                                                                      $ 71,665
   Fair value of FON options........................................     2,712
                                                                      --------
                                                                        74,377
                                                                      --------
   Total WorldCom PCS group common stock assumed to be issuable.....       965
   WorldCom PCS group common stock assumed average price based on
    the average closing price of Sprint series 1 PCS common stock
    before and after the merger was announced.......................  $ 37.235
                                                                      --------
                                                                      $ 35,932
   Fair value of PCS options........................................     2,439
                                                                      --------
                                                                        38,371
   Estimated transaction costs......................................       250
                                                                      --------
   Total consideration..............................................   112,998
   Elimination of Sprint's historical goodwill and PCS licenses at
    September 30, 1999..............................................     8,434
   Historical net book value at September 30, 1999 of Sprint net
    assets acquired.................................................   (13,766)
                                                                      --------
   Excess of consideration over net assets acquired.................  $107,666
                                                                      ========
</TABLE>

  The determination of the fair value for Sprint capital stock has been based
  upon the assumed FON exchange ratio. The actual FON exchange ratio may vary
  as described in this proxy statement/prospectus. For securities other than
  the Sprint FON common stock and the Sprint PCS common stock, their fair
  values were determined based upon the securities into which they convert.

  The total consideration will be allocated to the assets and liabilities of
  Sprint based on their estimated fair value. The excess of consideration
  over the historical book value of Sprint's net assets acquired has been
  preliminarily allocated to goodwill. A final allocation of the purchase
  price to the assets acquired and liabilities assumed of Sprint is dependent
  upon valuations and studies that have not progressed to a stage

                                      116
<PAGE>

  where there is sufficient information to make such an allocation in the
  accompanying pro forma financial information. These valuations are expected
  to be completed around the effective date of the merger. MCI WorldCom's
  management believes the consideration in excess of the historical book
  value of Sprint's net assets acquired primarily comprises goodwill and
  other intangible assets. To the extent that a portion of the purchase price
  is allocated to in-process research and development projects for which
  technological feasibility has not been established and the technology has
  no future alternative use, a charge would be recognized in the period in
  which the merger occurs (See Note 1).

  Additionally, the merger agreement provides that, in several circumstances,
  MCI WorldCom or Sprint may be required to pay the other party a termination
  fee of $2.5 billion. If such a payment is made it would be reflected in the
  financial statements in the period in which such an event occurs.
  Concurrent with the merger agreement the companies have also entered into
  various commercial agreements enabling Sprint to purchase MCI WorldCom's
  international communications products and services, providing for the
  purchase by the parties of local access and transport services from each
  other and allowing MCI WorldCom to offer Sprint's PCS services. The
  accounting for those relationships will be reflected in the operations of
  the respective company when the services are provided and disclosed, if
  material, in the footnotes to the financial statements. Before the
  execution of the merger agreement, Sprint entered into contingency
  employment and non compete agreements with certain key employees that
  provide various benefits including compensation payments if employment is
  involuntarily terminated following a change of control. A change of control
  is deemed to occur if a third party acquires 20% or more of the outstanding
  voting stock of Sprint or if there is a change of a majority of the Sprint
  board of directors within a two-year period. Amounts contingently payable
  under these agreements not currently reflected in the pro formas could
  approximate $100 million. Should these amounts become payable, the amounts
  would be included in the allocation of the purchase price.

4.  These adjustments represent the elimination of Sprint's stockholders'
    equity accounts and the Sprint first series preferred stock and the Sprint
    second series preferred stock.

5.  These adjustments represent the issuance of:

  (a)  approximately 1,495 million shares of WorldCom group common stock at
       an assumed FON exchange ratio of 1.5960 shares of WorldCom group
       common stock for each share of Sprint FON common stock outstanding and
       each share of Sprint FT/DT class A stock outstanding, 0.116025 shares
       of WorldCom group common stock for each share of Sprint PCS common
       stock outstanding and 0.0580125 shares of WorldCom group common stock
       for each share of Sprint FT/DT class A stock outstanding. The actual
       FON exchange ratio may vary as described in this proxy
       statement/prospectus.

  (b)  approximately 948 million shares of WorldCom PCS group common stock
       for the shares of Sprint PCS common stock outstanding and one-half of
       a share of WorldCom PCS group common stock for each share of Sprint
       FT/DT class A stock outstanding.

  (c)  approximately 95 shares of WorldCom series 5 preferred stock for the
       shares of Sprint fifth series preferred stock outstanding.

  (d)  approximately 247,000 shares of WorldCom series 7 preferred stock for
       the shares of Sprint seventh series preferred stock outstanding.

6.  These estimated adjustments eliminate the revenues and corresponding line
    costs attributable to the intercompany transactions between MCI WorldCom
    and Sprint.

7.  These adjustments eliminate the intergroup transactions between Sprint's
    FON and PCS groups.

8.  This entry reflects the adjustment to amortization for the effect of the
    excess of consideration over net assets acquired in the merger. For
    purposes of the unaudited pro forma condensed combined financial

                                      117
<PAGE>

   statements, the excess consideration has been amortized over an estimated
   life of 20 years. MCI WorldCom's management currently believes that amounts
   allocated to goodwill will be amortized over a life not to exceed 25 years
   while other intangible assets may be amortized over shorter periods
   consequently reducing net income reported by WorldCom. Assuming an estimated
   useful life of 10 years, each $1 billion of consideration allocated to
   intangible assets other than goodwill would have the effect of decreasing
   net income by approximately $31 million annually. A final determination of
   the lives attributable to the intangible assets has not yet been made (See
   Note 1). As discussed in Note 3, a portion of the excess consideration may
   be allocated to in-process research and development projects. To the extent
   amounts are allocated to in-process research and development projects, pro
   forma amortization expense would be ratably reduced accordingly. For
   example, if $500 million were allocated to in-process research and
   development projects, it would have the effect of increasing net income in
   subsequent periods by approximately $25 million.

    Excess consideration and the related amortization expense was allocated
    between Sprint's FON and PCS groups based upon the amount of consideration
    to be issued to each group and their respective net assets at September 30,
    1999. Additionally, since the value of WorldCom group common stock to be
    exchanged for Sprint FON common stock is subject to a collar, the final
    determination of the value of WorldCom group common stock to be exchanged
    may not be known until completion of the merger. However, any impact on the
    total consideration exchanged for the shares of Sprint FON common stock due
    to a movement of the MCI WorldCom common stock price outside the collar
    described below is not expected to significantly impact the purchase price.
    For purposes of the unaudited pro forma condensed combined financial
    statements, the total consideration and related amortization is based upon
    a value of $76.00 per share for each share of Sprint FON common stock
    exchanged, which represents the value of the WorldCom group common stock to
    be exchanged if the average closing price of MCI WorldCom common stock is
    greater than $41.4350 and less than $53.9007 before the completion of
    merger. If the average closing price per share of MCI WorldCom common stock
    equals or exceeds $53.9007, the FON exchange ratio will be 1.4100; and if
    it equals or is less than $41.4350, the FON exchange ratio will be 1.8342.

 9.  These entries represent the estimated elimination of Sprint's historical
     goodwill and PCS licenses amortization.

10.  Pro forma per share data are based on the number of shares of WorldCom
     common and common equivalent shares that would have been outstanding had
     the merger occurred on the earliest date presented.

     For the year ended December 31, 1998, Sprint calculated its earnings per
     share on a consolidated basis until the Sprint FON common stock and Sprint
     PCS common stock were created as part of the November 1998 Sprint PCS
     restructuring. From that time forward, earnings per share was computed
     individually for the Sprint FON group and the Sprint PCS group. Sprint
     reported diluted earnings per share of $1.96 before extraordinary items on
     a consolidated basis for 1998 before the November 1998 Sprint PCS
     restructuring. For the period from the November 1998 Sprint PCS
     restructuring through December 31, 1998, the Sprint FON group reported
     diluted earnings per share of $0.14 and the Sprint PCS group reported a
     loss of $(0.63) per share before extraordinary items.

                                      118
<PAGE>

                  ADDITIONAL UNAUDITED PRO FORMA PRESENTATION

   The following unaudited additional pro forma presentation illustrates the
effect of the Sprint merger and the merger with MCI Communications on the
results of operations of MCI WorldCom for the year ended December 31, 1998, as
if the transactions had occurred on January 1, 1998. The additional pro forma
presentation is presented for purposes of additional analysis due to the
significance of the merger of MCI Communications Corporation and WorldCom, Inc.

   On September 14, 1998, WorldCom, Inc., through a wholly owned subsidiary,
merged with MCI Communications. As a result of the MCI merger, each outstanding
share of MCI common stock was converted into the right to receive 1.86585
shares of MCI WorldCom common stock, or approximately 1,133 million shares of
MCI WorldCom common stock in the aggregate, and each share of MCI class A
common stock outstanding (all of which were held by British Telecommunications
plc) was converted into the right to receive $51.00 in cash or approximately $7
billion in the aggregate. The MCI merger was accounted for using the purchase
method of accounting.

   This additional pro forma presentation should be read in conjunction with
the historical financial statements of MCI WorldCom, Sprint and MCI
Communications, which are incorporated by reference in this proxy
statement/prospectus.

   The additional pro forma presentation is presented for comparative purposes
only and is not intended to be indicative of actual results had the
transactions occurred as of the date indicated above nor does it purport to
indicate results which may be attained in the future. This additional unaudited
pro forma condensed combined statement of operations does not give effect to
any restructuring costs or to any potential cost savings or other operating
efficiencies that could result from the Sprint merger.

   The consolidated historical financial statements of MCI WorldCom and Sprint
for the year ended December 31, 1998, are derived from audited consolidated
financial statements incorporated by reference in this proxy
statement/prospectus.

   On November 18, 1999, the MCI WorldCom board of directors authorized a
three-for-two stock split in the form of a 50% stock dividend which was
distributed on December 30, 1999. All MCI WorldCom per share data and numbers
of MCI WorldCom common shares have been retroactively restated to reflect this
stock split.

   On December 14, 1999, the Sprint board of directors authorized a two-for-one
stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000. All Sprint PCS group per share data
and numbers of Sprint PCS common shares have been retroactively restated to
reflect this stock split.

                                      119
<PAGE>

                ADDITIONAL UNAUDITED PRO FORMA PRESENTATION (1)

                      For the Year Ended December 31, 1998
                      (In millions, except per share data)

<TABLE>
<CAPTION>
                                                                 WorldCom
                    MCI WorldCom     Sprint FON                    Group     Sprint PCS
                      Adjusted         Group       Pro Forma     Pro Forma     Group       Pro Forma
                    Historical (2) Historical (2) Adjustments    Combined  Historical (2) Adjustments
                   --------------- -------------- -----------    --------- -------------- -----------
<S>                <C>             <C>            <C>            <C>       <C>            <C>
Revenues.........      $31,968        $16,017       $  (513)(3)   $47,472     $ 1,225       $   --
Operating
 expenses:
 Line costs......       15,390          7,601          (513)(3)    22,478       1,294           --
 Selling, general
  and
  administrative..       8,850          3,741           --         12,591       1,532           --
 Goodwill and PCS
  licenses
  amortization...        1,128             41           (41)(10)    4,148          80           (80)(10)
                                                      3,020 (9)                               2,364 (9)
 Depreciation and
  other
  amortization...        3,135          1,874           --          5,009         710           --
 In-process
  research and
  development and
  other charges..        3,725            --            --          3,725         179           --
                       -------        -------       -------       -------     -------       -------
Operating income
 (loss)..........         (260)         2,760        (2,979)         (479)     (2,570)       (2,284)
Other income
 (expense):
 Interest
  expense........       (1,149)          (318)          --         (1,467)       (491)          --
 Other...........          122             32           --            154       1,429           --
                       -------        -------       -------       -------     -------       -------
Income (loss)
 before income
 taxes and
 minority
 interests.......       (1,287)         2,474        (2,979)       (1,792)     (1,632)       (2,284)
Provision
 (benefit) for
 income taxes....        1,057            934           --          1,991        (542)          --
                       -------        -------       -------       -------     -------       -------
Income (loss)
 before minority
 interests.......       (2,344)         1,540        (2,979)       (3,783)     (1,090)       (2,284)
Minority
 interests.......         (126)           --            --           (126)        --            --
                       -------        -------       -------       -------     -------       -------
Income (loss)
 before
 extraordinary
 items...........       (2,470)         1,540        (2,979)       (3,909)     (1,090)       (2,284)
Distributions on
 subsidiary trust
 mandatorily
 redeemable
 preferred
 securities......           60            --            --             60         --            --
Preferred
 dividend
 requirements....           13            --            --             13           2           --
                       -------        -------       -------       -------     -------       -------
Net income (loss)
 applicable to
 common
 shareholders
 before
 extraordinary
 items...........      $(2,543)       $ 1,540       $(2,979)      $(3,982)    $(1,092)      $(2,284)
                       =======        =======       =======       =======     =======       =======
Weighted average
 number of shares
 issued and
 outstanding:
 Basic...........        2,693                        1,461         4,154                       832
                       =======                      =======       =======                   =======
 Diluted.........        2,693                        1,461         4,154                       832
                       =======                      =======       =======                   =======
Earnings (loss)
 per
 share (11):
 Basic...........      $ (0.94)                                   $ (0.96)
                       =======                                    =======
 Diluted.........      $ (0.94)                                   $ (0.96)
                       =======                                    =======
<CAPTION>
                   WorldCom PCS
                      Group
                    Pro Forma    Intergroup     WorldCom
                     Combined   Eliminations  Consolidated
                   ------------ ------------- ------------
<S>                <C>          <C>           <C>
Revenues.........    $ 1,225       $(108)(8)    $48,589
Operating
 expenses:
 Line costs......      1,294        (108)(8)     23,664
 Selling, general
  and
  administrative..     1,532         --          14,123
 Goodwill and PCS
  licenses
  amortization...      2,364         --           6,512

 Depreciation and
  other
  amortization...        710         --           5,719
 In-process
  research and
  development and
  other charges..        179         --           3,904
                   ------------ ------------- ------------
Operating income
 (loss)..........     (4,854)        --          (5,333)
Other income
 (expense):
 Interest
  expense........       (491)         81 (8)     (1,877)
 Other...........      1,429         (81)(8)      1,502
                   ------------ ------------- ------------
Income (loss)
 before income
 taxes and
 minority
 interests.......     (3,916)        --          (5,708)
Provision
 (benefit) for
 income taxes....       (542)        --           1,449
                   ------------ ------------- ------------
Income (loss)
 before minority
 interests.......     (3,374)        --          (7,157)
Minority
 interests.......        --          --            (126)
                   ------------ ------------- ------------
Income (loss)
 before
 extraordinary
 items...........     (3,374)        --          (7,283)
Distributions on
 subsidiary trust
 mandatorily
 redeemable
 preferred
 securities......        --          --              60
Preferred
 dividend
 requirements....          2         --              15
                   ------------ ------------- ------------
Net income (loss)
 applicable to
 common
 shareholders
 before
 extraordinary
 items...........    $(3,376)      $ --         $(7,358)
                   ============ ============= ============
Weighted average
 number of shares
 issued and
 outstanding:
 Basic...........        832
                   ============
 Diluted.........        832
                   ============
Earnings (loss)
 per
 share (11):
 Basic...........    $ (4.06)
                   ============
 Diluted.........    $ (4.06)
                   ============
</TABLE>

         The accompanying notes are an integral part of this statement.

                                      120
<PAGE>

                ADDITIONAL UNAUDITED PRO FORMA PRESENTATION (1)

                      For the Year Ended December 31, 1998
                      (In millions, except per share data)

<TABLE>
<CAPTION>
                                       MCI Historical(2)
                                        January 1, 1998                MCI WorldCom
                         MCI WorldCom       through        Pro Forma     Adjusted
                         Historical(2) September 14, 1998 Adjustments   Historical
                         ------------- ------------------ -----------  ------------
<S>                      <C>           <C>                <C>          <C>
Revenues................    $17,678         $15,109          $(819)(3)   $31,968
Operating expenses:
  Line costs............      8,416           7,793           (819)(3)    15,390
  Selling, general and
   administrative.......      4,312           4,538             --         8,850
  Goodwill
   amortization.........        634              29            465 (4)     1,128
  Depreciation and other
   amortization.........      1,566           1,847            140 (4)     3,135
                                                              (418)(5)
  In-process research
   and development and
   other charges........      3,725              --             --         3,725
                            -------         -------          -----       -------
Operating income
 (loss).................       (975)            902           (187)         (260)
Other income (expense):
  Interest expense......       (637)           (193)          (319)(6)    (1,149)
  Other.................         41              81             --           122
                            -------         -------          -----       -------
Income (loss) before
 income taxes and
 minority interests.....     (1,571)            790           (506)       (1,287)
Provision (benefit) for
 income taxes...........        876             277            (96)(7)     1,057
                            -------         -------          -----       -------
Income (loss) before
 minority interests.....     (2,447)            513           (410)       (2,344)
Minority interests......        (93)            (33)            --          (126)
                            -------         -------          -----       -------
Income (loss) before
 extraordinary items....     (2,540)            480           (410)       (2,470)
Distributions on
 subsidiary trust
 manditorily redeemable
 preferred securities...         18              42             --            60
Preferred dividend
 requirements...........         13              --             --            13
                            -------         -------          -----       -------
Net income (loss)
 applicable to common
 shareholders before
 extraordinary items....    $(2,571)        $   438          $(410)      $(2,543)
                            =======         =======          =====       =======
Weighted average number
 of shares outstanding:
  Basic.................      1,911                                        2,693
                            =======                                      =======
  Diluted...............      1,911                                        2,693
                            =======                                      =======
Earnings (loss) per
 share (11)
  Basic.................    $ (1.35)                                     $ (0.94)
                            =======                                      =======
  Diluted...............    $ (1.35)                                     $ (0.94)
                            =======                                      =======
</TABLE>

         The accompanying notes are an integral part of this statement.

                                      121
<PAGE>

              Notes to Additional Unaudited Pro Forma Presentation

1.  The unaudited pro forma financial data do not give effect to any potential
    cost savings or other operating efficiencies that could result from the
    merger with Sprint or the merger with MCI Communications. MCI WorldCom is
    in the process of developing its plan to integrate the operations of Sprint
    which may include exit costs. As a result of this plan, a charge, or
    increase to purchase cost, which may be material but which cannot now be
    quantified, is expected to be recognized in the period in which such exit
    plan has been approved by the appropriate level of management. Furthermore,
    the unaudited pro forma financial data do not reflect any expense of
    intangible assets attributable to the value of any in-process research and
    development projects of Sprint at the time of the Sprint merger. However,
    MCI WorldCom intends to undertake a study to determine the allocation of
    the total purchase price to the various assets acquired, including in-
    process research and development, and the liabilities assumed. To the
    extent that a portion of the purchase price is allocated to in-process
    research and development projects of Sprint, a charge, which may be
    material, would be recognized in the period in which the Sprint merger
    occurs. The unaudited pro forma financial data are not necessarily
    indicative of the operating results or financial position that would have
    occurred had the Sprint merger or the MCI merger been completed at the
    dates indicated, nor are they necessarily indicative of future operating
    results or financial position. The purchase accounting adjustments made in
    connection with the development of the unaudited pro forma condensed
    combined financial statements are preliminary and have been made solely for
    purposes of developing such pro forma financial information.

2.  These columns represent historical results of operations. The MCI
    historical column includes MCI Communications' results of operations
    through September 14, 1998, the date of the MCI merger. The results of
    operations for MCI Communications since September 14, 1998 are included in
    the MCI WorldCom historical column. The MCI adjusted historical column
    assumes the MCI merger occurred on January 1, 1998.

    In November 1998, Sprint stockholders approved the formation of the Sprint
    FON group and the Sprint PCS group and the creation of the Sprint FON
    common stock and the Sprint PCS common stock. The Sprint PCS common stock
    was intended to reflect the performance of Sprint's domestic wireless
    personal communication services (PCS) operations. The Sprint FON common
    stock was intended to reflect the performance of all of Sprint's other
    operations.

3.  These adjustments eliminate the revenues and corresponding line costs
    attributable to the intercompany transactions between MCI WorldCom, Sprint
    and MCI Communications, as well as the elimination of MCI Communications'
    Internet backbone facilities and wholesale and retail Internet business
    that was sold in connection with the MCI merger.

4.  This entry reflects the adjustment to depreciation and amortization for the
    effect of the excess of the purchase price over net assets acquired in the
    MCI merger. The purchase price in the MCI merger was allocated based on
    estimated fair values at the date of acquisition. This resulted in an
    excess of purchase price over net asset acquired of which $3.1 billion was
    allocated to in-process research and development and $1.7 billion to
    developed technology, which will be depreciated over 10 years on a
    straight-line basis. The remaining excess has been allocated to goodwill
    and tradename, which are being amortized over 40 years on a straight-line
    basis.

5.  This entry reflects the adjustment to depreciation expense for the effect
    of the fair value adjustment of MCI Communications' property, plant and
    equipment based on an evaluation of depreciated replacement cost.

6.  This adjustment represents the recognition of interest expense on the
    additional borrowings of MCI WorldCom to finance the cash payment of
    approximately $7 billion to the holder of the MCI class A common stock and
    transaction costs of $500 million (which includes a $465 million inducement
    fee paid

                                      122
<PAGE>

   to British Telecommunications). The interest expense was calculated based on
   MCI WorldCom's incremental borrowing rate of 6.0% under its credit
   facilities at December 31, 1998. A change of 1/8% in the incremental rate
   would affect interest expense by $9.3 million for the year ended December
   31, 1998.

7.  Income tax expense has been adjusted to reflect an estimated combined tax
    rate of 47%.

8.  These adjustments eliminate the intergroup transactions between Sprint's
    FON and PCS groups.

9.  This entry reflects the adjustment to amortization for the effect of the
    excess of consideration over net assets acquired in the merger with Sprint.
    For purposes of the unaudited pro forma condensed combined financial
    statements, the excess consideration has been amortized over an estimated
    life of 20 years. MCI WorldCom's management currently believes that amounts
    allocated to goodwill will be amortized over a life not to exceed 25 years
    while other intangible assets may be amortized over shorter periods
    consequently reducing net income reported by MCI WorldCom. Assuming an
    estimated useful life of 10 years, each $1 billion of consideration
    allocated to intangible assets other than goodwill would have the effect of
    decreasing net income by approximately $31 million annually. A final
    determination of the lives attributable to the intangible assets has not
    yet been made (See Note 1). As discussed in Note 1, a portion of the excess
    consideration may be allocated to in-process research and development
    projects. To the extent amounts are allocated to in-process research and
    development projects, pro forma amortization expense would be ratably
    reduced accordingly. For example, if $500 million were allocated to in-
    process research and development projects, it would have the effect of
    increasing net income in subsequent periods by approximately $25 million.

     Excess consideration and the related amortization expense was allocated
     between Sprint's FON and PCS groups based upon the amount of consideration
     to be issued to each group and their respective net assets at September
     30, 1999. Additionally, since the value of WorldCom group common stock to
     be exchanged for Sprint FON common stock is subject to a collar, the final
     determination of the value of WorldCom group common stock to be exchanged
     may not be known until completion of the merger. For purposes of the
     unaudited pro forma financial statements, the total consideration and
     related amortization is based upon a value of $76.00 per share for each
     share of Sprint FON common stock exchanged, which represents the value of
     the WorldCom common stock to be exchanged if the average closing price of
     MCI WorldCom common stock is greater than $41.4350 and less than $53.9007
     before the completion of the merger. If the average closing price per
     share of MCI WorldCom common stock equals or exceeds $53.9007, the FON
     exchange ratio will be 1.4100; and if it equals or is less than $41.4350,
     the FON exchange ratio will be 1.8342.

10.  These entries represent the estimated elimination of Sprint's historical
     goodwill and PCS licenses amortization.

11.  Pro forma per share data are based on the number of MCI WorldCom common
     and common equivalent shares that would have been outstanding had the
     Sprint merger and MCI merger occurred at the date indicated.

     For the year ended December 31, 1998, Sprint calculated its earnings per
     share on a consolidated basis until the Sprint FON common stock and Sprint
     PCS common stock were created as part of the November 1998 Sprint PCS
     restructuring. From that time forward, earnings per share were computed
     individually for the Sprint FON group and Sprint PCS group. Sprint
     reported diluted earnings per share of $1.96 before extraordinary items on
     a consolidated basis for 1998 before the November 1998 Sprint PCS
     restructuring. For the period from the November 1998 Sprint PCS
     restructuring through December 31, 1998, the Sprint FON group reported
     diluted earnings per share of $0.14 and the Sprint PCS group reported a
     loss of $(0.63) per share before extraordinary items.


                                      123
<PAGE>

                            TRACKING STOCK MATTERS

Inter-Group Interest

   As of December 31, 1999, the total number of shares of Sprint PCS common
stock intended to track the performance of the Sprint PCS group was
approximately 953,490,500 (adjusted to reflect Sprint's two-for-one stock
split of its Sprint PCS common stock in the form of a stock dividend which was
distributed on February 4, 2000). Some of these shares are not issued, but are
held by the Sprint FON Group in the form of an inter-group interest, discussed
below.

   Although the Sprint PCS group will be re-named the WorldCom PCS group in
the merger, the merger will not affect the total number of shares that are
designed to reflect the economic performance of this group. The total number
of shares will have increased to some extent before the merger occurs as
Sprint continues to issue shares of Sprint PCS common stock upon exercise of
employee stock options or for other reasons.

 The Various Interests in the Economic Performance of the PCS Group;
Definition of Inter-Group Interest

  Immediately after the merger, assuming that the number of existing shares
designed to reflect the performance of the WorldCom PCS group does not change
from the number on December 31, 1999, these shares will consist of:

  . the cable holders' shares of WorldCom series 2 PCS common stock,
    representing approximately 45.6% of the total

  . the WorldCom series 1 PCS common stock, representing approximately 54.4%
    of the total and

  . the WorldCom group's "inter-group interest", representing less than 0.1%
    of the total.

   "Inter-group interest" is the term used for the WorldCom group's ownership
of the WorldCom PCS group. It is similar to the WorldCom group holding shares
of WorldCom PCS group common stock. MCI WorldCom expects the inter-group
interest to be eliminated over time as certain employee stock options are
exercised for, and shares of convertible preferred stock are converted into,
shares of WorldCom PCS group common stock. The WorldCom group's inter-group
interest may, however, increase in the future. See "--Future Inter-Group
Interest".

   The WorldCom PCS group will not acquire an inter-group interest in the
WorldCom group.

   Assuming the number of shares intended to track the performance of the
Sprint PCS group as of December 31, 1999 (after giving effect to Sprint's two-
for-one stock split of its Sprint PCS common stock) does not change, the
WorldCom group will have an inter-group interest in the WorldCom PCS group
representing less than 0.1% of these shares at the time of the merger. The
WorldCom group will also own a warrant inter-group interest, with the same
terms as the warrants that are held by the cable holders, to acquire an
additional inter-group interest in the WorldCom PCS group. As of December 31,
1999 (after adjusting to reflect Sprint's two-for-one stock split of its
Sprint PCS common stock), this warrant inter-group interest entitled the
Sprint FON group to acquire the equivalent of 24,905,662 additional shares in
inter-group interest, representing 2.6% of the total shares intended to track
the performance of the Sprint PCS group. Since value cannot be created by
WorldCom effectively issuing equity securities to itself, the WorldCom PCS
group will not increase equity for the warrant inter-group interest, nor will
the WorldCom group create an inter-group interest investment account. The
warrant inter-group interest may be exercised at any time. Upon exercise, an
inter-group interest equivalent to each share of Sprint PCS common stock may
be acquired by the Sprint FON group for $12.01, subject to adjustment. The
warrant inter-group interest will be reflected in determining diluted earnings
per share for the WorldCom PCS group, if dilutive.

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   In addition, the WorldCom group will own a preferred inter-group interest
that is convertible into an additional inter-group interest in the WorldCom PCS
group. The terms on which this preferred inter-group interest will be
convertible will be the same as those of the WorldCom series 7 preferred stock,
which will be held by the cable holders. As of December 31, 1999, the preferred
inter-group interest entitled the Sprint FON group to acquire an inter-group
interest equivalent to 18,149,496 shares of Sprint PCS common stock,
representing 1.9% of the total shares intended to track the performance of the
Sprint PCS group (adjusted to reflect Sprint's two-for-one stock split of its
Sprint PCS common stock). The preferred inter-group interest is convertible at
any time. Upon conversion, an inter-group interest equivalent to each share of
Sprint PCS common stock may be acquired by the Sprint FON group without payment
of additional consideration based on a conversion price of $15.3733, subject to
adjustment. See "Description of MCI WorldCom Capital Stock--Warrants" and "--
Preferred Stock--Amended WorldCom Articles of Incorporation--WorldCom Series 7
Preferred Stock; Preferred Inter-Group Interest". Upon exercise or conversion,
the warrant inter-group interest and preferred inter-group interest will not
reflect the shares of WorldCom group common stock that will be issuable on
exercise and conversion of the warrants and the WorldCom series 7 preferred
stock.

 No Vote

  An inter-group interest in the WorldCom PCS group, because it represents an
interest between two business groups within WorldCom, will not be represented
by outstanding shares of WorldCom PCS group common stock and, accordingly, will
not be voted on any matter, including any matter requiring the vote of the
holders of WorldCom PCS group common stock as a separate class. However, the
market value attributable to any inter-group interest should be reflected in
the market value of the WorldCom group common stock, which in turn would affect
the aggregate voting power represented by the WorldCom group common stock on
any matter on which holders of WorldCom group common stock and WorldCom PCS
group common stock vote together as a single group. See "Comparison of Rights
of MCI WorldCom Shareholders and Sprint Stockholders--Voting Rights".

 Potential Increase or Decrease

  In accordance with the amended WorldCom articles of incorporation, transfers
of businesses or assets from the WorldCom group to the WorldCom PCS group that
are designated by the WorldCom board of directors to be treated as an equity
contribution by the WorldCom group to the WorldCom PCS group will result in an
increase in the WorldCom group's inter-group interest in the WorldCom PCS
group.

   The inter-group interest may also decrease. For example, the WorldCom board
of directors may also determine to sell WorldCom PCS common stock, in public
offerings or private transactions, out of the inter-group interest. This would
reduce the inter-group interest, and the cash received for those shares would
be allocated to the WorldCom group.

The Tracking Stock Policies and the Capital Stock Committee

   At or before the completion of the merger, the WorldCom board of directors
will adopt and intends to follow the tracking stock policies that have been
adopted by the Sprint board of directors. This discussion summarizes the
material terms of the tracking stock policies.

 General

   The WorldCom board of directors will resolve all material matters as to
which the holders of WorldCom group common stock and the holders of WorldCom
PCS group common stock may have potentially divergent interests. The WorldCom
board of directors, or the capital stock committee of the WorldCom board of
directors acting on its behalf, will resolve these matters in a manner that it
determines to be in the best interests of WorldCom and all of its common
stockholders, after giving fair consideration to the potentially divergent
interests and all other relevant interests of the holders of the separate
classes of the WorldCom group common

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stock and the WorldCom PCS group common stock. Pursuant to the tracking stock
policies, the relationship between the WorldCom group and the WorldCom PCS
group and the means by which the terms of any material transaction between them
will be determined will be governed by a process of fair dealing. The WorldCom
board of directors will not recommend any transaction that would result in a
change in control or any strategic merger without first determining that the
terms of such transaction are fair to holders of WorldCom PCS group common
stock, taken as a separate class, and the holders of the WorldCom group common
stock, taken as a separate class.

 Capital Stock Committee

   The amended WorldCom bylaws will include provisions establishing a capital
stock committee. The WorldCom board of directors will delegate to the capital
stock committee the authority to, and the capital stock committee will,
interpret, make determinations under, and oversee the implementation of the
tracking stock policies. All material commercial transactions between the
WorldCom group and the WorldCom PCS group, including any transaction that
results in a change in the size of any inter-group interest held by the
WorldCom group in the WorldCom PCS group, will be on commercially reasonable
terms and will be subject to the review and approval of the capital stock
committee. If such review occurs before the transaction is undertaken and such
transaction is disapproved, the transaction will not proceed. If such review
occurs after such transaction is undertaken and such transaction is
disapproved, appropriate actions will be taken to reinstate the pre-existing
circumstances to the fullest extent practicable. In making any and all
determinations in connection with the tracking stock policies, either directly
or by appropriate delegation of authority, the members of the WorldCom board of
directors and the capital stock committee will act in a fiduciary capacity and
pursuant to legal guidance concerning their respective obligations under
applicable law. The tracking stock policies will provide that the capital stock
committee will have the authority to engage the services of accountants,
investment bankers, appraisers, attorneys and other service providers to assist
it in discharging its duties.

   Each member of the capital stock committee will be an independent director.

   Pursuant to the amended WorldCom bylaws, the capital stock committee will
have the powers, authority and responsibilities as the WorldCom board of
directors may delegate to it in connection with the adoption of general
policies governing the relationship between business groups or otherwise,
including but not limited to:

  .  the business and financial relationships between the WorldCom group and
     the WorldCom PCS group

  .  dividends in respect of, and transactions by WorldCom or the WorldCom
     group in, shares of WorldCom PCS group common stock and

  .  any other matters arising in connection with the relationships or
     transactions described in the previous two items.

   The amended WorldCom articles of incorporation will provide that the
provisions of the amended WorldCom bylaws regarding the capital stock committee
will not be amended before November 23, 2002 by the WorldCom board of directors
without the affirmative vote of holders of (1) a majority of the votes
represented by the outstanding shares of WorldCom group common stock and
WorldCom PCS group common stock, voting together as a single class, and (2) a
majority of the votes represented by the outstanding shares of WorldCom PCS
group common stock, voting as a separate class.

 Scope of the WorldCom PCS Group; Allocation of Business Opportunities and
 Operations

   The amended WorldCom articles of incorporation will set forth the entities
that will initially comprise the WorldCom PCS group. The tracking stock
policies will provide that any business conducted by WorldCom for offering or
providing (1) domestic wireless mobile telephony services and (2) any other
domestic PCS services will be allocated to the WorldCom PCS group. In addition,
the tracking stock policies will provide that all acquisitions of domestic PCS
licenses will be allocated to the WorldCom PCS group. To the extent such

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businesses or licenses are acquired by the WorldCom group, the WorldCom board
of directors will arrange for an allocation or transfer of such assets to the
WorldCom PCS group as soon as reasonably practicable at a price equivalent to
the fair market value of such businesses or licenses. However, in no event will
such allocation or transfer be required at a time that would adversely affect
the availability of pooling-of-interests accounting. These provisions of the
tracking stock policies will not preclude the formation of commercially
reasonable contracts or other arrangements between the WorldCom PCS group and
the WorldCom group or any other group that may be created in the future for
sales agency, resale or any other arrangement for businesses conducted by
either the WorldCom group or the WorldCom PCS group. Except as provided above,
the WorldCom board of directors may allocate business opportunities and
operations to the WorldCom group, the WorldCom PCS group or to any other group
as it considers in the best interests of WorldCom and its shareholders as a
whole.

   For these purposes:

  .  "domestic wireless mobile telephony services" means communications
     services provided through the use of a wireless connection from the user
     to a domestic terrestrial telecommunications network that is capable of
     and generally utilized by WorldCom for handing-off calls from one
     wireless cell to another and from one wireless sector within a cell to
     another and which is intended to allow the continuation of a user's
     single conversation, without interruption, as the user travels between
     cells and/or sectors within such network

  .  "domestic" means geographically within the United States or the District
     of Columbia, Puerto Rico and the U.S. Virgin Islands

  .  "domestic PCS license" means a license within domestic areas, granted by
     the FCC or other applicable authority, to use the electromagnetic
     spectrum between 1850MHz and 1910MHz and between 1930MHz and 1990MHz, or
     such other electromagnetic spectrum as may be allocated by the FCC in
     exchange for the surrender of licenses to operate in these frequency
     ranges and

  .  "domestic PCS services" means any services offered or provided within a
     domestic geographic area under a domestic PCS license.

 Relationship Between Groups; Long Distance Pricing

   All material commercial transactions between the WorldCom group and the
WorldCom PCS group will be on commercially reasonable terms and will be subject
to the review and approval of the capital stock committee. With respect to
pricing of long distance services (whether from one calling area to another, or
within a calling area) purchased by the WorldCom PCS group for purposes of
enabling WorldCom PCS group customers to complete wireless calls (whether
billed separately or as part of other charges), services will be provided at
the best price offered by the WorldCom group to third parties in similar
situations when taking into account all relevant factors, such as volumes,
peak/off-peak usage and length of commitment. Although the WorldCom PCS group
will not be prohibited from purchasing long distance services from other
companies, MCI WorldCom does not expect that the WorldCom PCS group will do so.
Any purchase of long distance services would require compliance with the
tracking stock policies. See "--General". The WorldCom PCS group will be
permitted to acquire private line capacity from the WorldCom group to self-
provision long distance services to the extent that such self-provisioning can
be accomplished on terms more favorable to the WorldCom PCS group, and will be
at the best price offered by the WorldCom group to third parties in similar
situations, when taking into account all relevant factors.

   Transfers of assets from the WorldCom group to the WorldCom PCS group that
are designated by the WorldCom board of directors to be treated as an equity
contribution by the WorldCom group to the WorldCom PCS group will result in an
increase in the inter-group interest held by the WorldCom group in the WorldCom
PCS group.

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   Pursuant to the tracking stock policies, the WorldCom PCS group will not
acquire an inter-group interest in the WorldCom group or in any other group.
Transfers of assets from the WorldCom PCS group to the WorldCom group will not
be treated as creating an inter-group interest of the WorldCom PCS group in the
WorldCom group, but may be treated as a reduction of any existing inter-group
interest of the WorldCom group in the WorldCom PCS group, but not below zero.

   All other transfers of assets between one group and another group, not
designated by the WorldCom board of directors as equity transfers and not
pursuant to a contract for the provision of goods or services between the
groups, will be accompanied by:

  .  the transfer by the transferee group to the transferor group of other
     assets

  .  the creation of inter-group debt owed by the transferee group to the
     transferor group or

  .  the reduction of inter-group debt owed by the transferor group to the
     transferee group, in each case in an amount having a fair market value,
     in the judgment of the WorldCom board of directors, equivalent to the
     fair market value of the assets transferred by the transferor group.

   Notwithstanding the above, the tracking stock policies will provide that
neither the WorldCom group nor any other group will acquire in one transaction
or in a series of related transactions a significant portion of the assets of
the WorldCom PCS group without receiving the consent of the holders of a
majority of the outstanding shares of WorldCom PCS group common stock, voting
as a separate class, and the consent of the holders of a majority of the
outstanding shares of WorldCom group common stock or stock of such other group,
voting as a separate class. A "significant portion of the assets of the
WorldCom PCS group" is defined as more than 33% of the assets of the WorldCom
PCS group, based on the fair market value of the assets, both tangible and
intangible, of the WorldCom PCS group as of the time that the proposed
transaction is approved by the WorldCom board of directors.

   Any inter-group transaction that results in a change in the size of any
inter-group interest held by the WorldCom group or any other group in the
WorldCom PCS group will be subject to the review and approval of the capital
stock committee. If such review occurs before such transaction is undertaken
and such transaction is disapproved, the transaction will not proceed. If such
review occurs after such transaction is undertaken and such transaction is
disapproved, appropriate actions will be taken to reinstate the pre-existing
circumstances to the fullest extent practicable.

   The tracking stock policies will provide that WorldCom will not engage in
any transactions, including mergers, consolidations, recapitalizations or
similar transactions, that have the effect of circumventing the rights of the
holders of WorldCom PCS group common stock with respect to the time restriction
and the benefit of the premium payable or procedure to ensure fairness on
WorldCom's exercise of its right to convert outstanding shares of WorldCom PCS
group common stock to WorldCom group common stock, which the WorldCom board of
directors may do anytime after November 23, 2001, or the benefit of the
provisions of the amended WorldCom articles of incorporation limiting
redemptions of the WorldCom PCS group common stock in exchange for shares of a
subsidiary--a "spin off" of the WorldCom PCS group--until November 23, 2000,
unless approved by the holders of a majority of the outstanding shares of
WorldCom PCS group common stock, voting as a separate class. These provisions
will not apply to any transaction involving a third party, the terms of which
have been determined in advance by either the WorldCom board of directors or
the capital stock committee to be fair to holders of WorldCom PCS group common
stock, taken as a separate class, and holders of WorldCom group common stock,
taken as a separate class. The tracking stock policies will also provide that
WorldCom will not acquire a number of shares of WorldCom series 1 PCS common
stock such that, immediately after the acquisition, the number of shares
outstanding is less than approximately 313.6 million.

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 Allocation of Federal and State Income Taxes

  Federal and state income taxes incurred by WorldCom which are determined on a
consolidated, combined or unitary basis will be allocated between the groups in
accordance with a tax sharing agreement to be assumed by WorldCom in the
merger. These allocations will be based principally on the taxable income and
tax credits contributed by each group. Such allocations to or from the WorldCom
PCS group are intended to reflect its actual incremental cumulative effect,
positive or negative, on WorldCom's federal and state taxable income and
related tax liability and tax credit position, subject to adjustment. Tax
benefits that cannot be used by a group generating those benefits but can be
used on a consolidated basis will be credited to the group that generated such
benefits. Accordingly, the amounts of taxes payable or refundable, which will
be allocated to each group, may not necessarily be the same as that which would
have been payable or refundable had the group filed a separate income tax
return. WorldCom expects that significant payments pursuant to the tax sharing
agreement will be made from the WorldCom group to the WorldCom PCS group in the
near future, in light of the substantial operating losses that the WorldCom PCS
group is expected to incur during this time. Tax sharing payments between the
groups will be accrued as of the end of the tax period to which they relate.

   The tax sharing agreement includes a procedure pursuant to which tax sharing
payments to or from the WorldCom PCS group will be calculated excluding the
effect of any cumulative combined net loss or credit of (1) all new businesses
directly or indirectly acquired by the Sprint FON group after May 26, 1998 (or
the WorldCom group after the merger) individually having an acquisition cost in
excess of $500 million, taking into account the amount of any liabilities
assumed by the acquiror or to which the acquired business is subject, and (2)
all other groups except to the extent that another group reflects one or more
profitable core business(es) of the WorldCom group that exists on the date of
creation of the WorldCom group. We refer to this as the "stacking procedure".

   The initial tax sharing agreement, including the stacking procedure, applies
to tax years ending on or before December 31, 2001, and shall not be modified,
suspended or rescinded, nor will additions or exceptions be made to the tax
sharing agreement, for such periods. For subsequent periods, the WorldCom board
of directors will adopt a tax sharing arrangement that will be designed to
allocate WorldCom's tax benefits and burdens fairly between the WorldCom PCS
group and the WorldCom group. WorldCom expects that tax benefits that cannot be
used by a group generating those benefits but can be used on a consolidated
basis will continue to result in payments to the group that generated such
benefits based on the value of such benefits to WorldCom on a consolidated
basis. In addition, WorldCom expects that tax benefits, if any, pertaining to
tax loss or tax credit carry forwards generated by a group but not utilized as
of the expiration of the initial tax sharing agreement will continue to result
in payments to the group that generated such benefits based on the value of
such benefits to WorldCom on a consolidated basis when such tax benefits are
utilized. WorldCom has not determined whether or not it will continue to
utilize the stacking procedure for tax years ending after December 31, 2001.

 Allocation of Group Financing

   Loans from WorldCom or any member of the WorldCom group to any member of the
WorldCom PCS group will be made at interest rates and on other terms and
conditions substantially equivalent to the interest rates and other terms and
conditions that the WorldCom PCS group would be able to obtain from third
parties, including the public markets, as a direct or indirect wholly owned
subsidiary of WorldCom, but without the benefit of any guaranty by WorldCom or
any member of the WorldCom group. This policy contemplates that these loans
will be made on the basis set forth above regardless of the interest rates and
other terms and conditions on which WorldCom or members of the WorldCom group
may have acquired the subject funds. The provisions of this policy will only
apply before December 31, 2001 and will not be modified, suspended or
rescinded, nor will any exception be made to such provisions, before December
31, 2001. WorldCom currently does not expect that the tracking stock policies
provision regarding allocation of debt expense will be amended in any material
way after December 31, 2001.

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 Dividend Policy

   The WorldCom board of directors will periodically consider appropriate
dividend policies and practices relating to future dividends on the WorldCom
group common stock and the WorldCom PCS group common stock. The WorldCom board
of directors does not expect to declare any dividends on the WorldCom group
common stock or the WorldCom PCS group common stock in the foreseeable future.

   For a discussion of the dividend provisions that will be included in the
tracking stock policies, see "Description of MCI WorldCom Capital Stock--Common
Stock--Amended WorldCom Articles of Incorporation--Dividend Rights and
Restrictions".

 Policies May Be Modified or Rescinded at Any Time

   Unless otherwise provided above, the tracking stock policies may be
modified, suspended or rescinded, and additional policies may be adopted, or
exceptions made to such policies in connection with particular facts and
circumstances, all as the WorldCom board of directors may determine consistent
with its fiduciary duties to WorldCom and all its common shareholders at any
time with or without the approval of WorldCom's shareholders, although MCI
WorldCom has no present intention to change the tracking stock policies after
the merger. Any determination of the WorldCom board of directors to modify,
suspend or rescind such policies, or to make exceptions thereto or adopt
additional policies, including any such decision that would have disparate
impacts upon holders of WorldCom group common stock and WorldCom PCS group
common stock, would be made by the WorldCom board of directors in a manner
consistent with its fiduciary duties to WorldCom and all of its common
shareholders after giving fair consideration to the potentially divergent
interests and all other relevant interests of the holders of the separate
classes of common stock of WorldCom, including the holders of WorldCom group
common stock and the holders of WorldCom PCS group common stock.

Future Inter-Group Interest

   The WorldCom group may have a small inter-group interest in the WorldCom PCS
group, and will have a warrant inter-group interest and a preferred inter-group
interest. Under the tracking stock policies, however, the WorldCom board of
directors could determine to contribute cash, businesses or other property of
the WorldCom group, as additional equity, to the WorldCom PCS group. The
WorldCom board of directors could also from time to time purchase shares of
WorldCom PCS group common stock in the open market with cash or other property
of the WorldCom group. In such event, the WorldCom group would hold a larger
inter-group interest, representing an interest in the common equity value of
WorldCom attributable to the WorldCom PCS group.

   The tracking stock policies will provide that the WorldCom PCS group cannot
have an inter-group interest in the WorldCom group, and the amended WorldCom
articles of incorporation do not make provision for that kind of inter-group
interest. In similarly restricting the Sprint PCS group from creating an inter-
group interest in the Sprint FON group, the Sprint board of directors
determined that, because of the disparity in the relative sizes, based upon
asset values, between the two groups and the effects that an interest in the
Sprint FON group could have on the value of the Sprint PCS common stock, an
inter-group interest held by the Sprint PCS group in the Sprint FON group could
adversely affect the ability of the Sprint PCS common stock to reflect the
separate performance of the Sprint PCS group.

   If an inter-group interest exists and additional shares of WorldCom PCS
group common stock are subsequently issued by WorldCom, the WorldCom board of
directors would determine:

  . the number of shares of WorldCom PCS group common stock issued for the
    account of the WorldCom group with respect to the inter-group interest,
    the net proceeds of which will be reflected entirely in the financial
    statements of the WorldCom group and

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  . the number of shares of WorldCom PCS group common stock issued for the
    account of the WorldCom PCS group as an additional equity interest in the
    WorldCom PCS group, the net proceeds of which will be reflected entirely
    in the financial statements of the WorldCom PCS group.

   As additional shares of WorldCom PCS group common stock are issued for the
account of the WorldCom group, the inter-group interest would decrease. After
all shares of WorldCom PCS group common stock issuable with respect to the
inter-group interest are issued, shares of WorldCom PCS group common stock
could no longer be issued for the account of the WorldCom group without
incurring an inter-group debt owed by the WorldCom group.

   If an inter-group interest exists and the WorldCom PCS group common stock is
issued as a distribution on the WorldCom group common stock, the distribution
would be treated as a distribution of shares issuable with respect to the
inter-group interest, and, as a result, the inter-group interest would
decrease.

   If an inter-group interest exists and WorldCom repurchases shares of
WorldCom PCS group common stock with cash or property of the WorldCom group,
the inter-group interest of the WorldCom group would increase accordingly.
However, if the cash for the repurchase of shares of WorldCom PCS group common
stock came from the WorldCom PCS group, there would be no increase in the
inter-group interest.

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                     ARRANGEMENTS WITH SPRINT STOCKHOLDERS

   The following description summarizes the material arrangements between
Sprint and the investors described below, which are reflected in Sprint's
articles of incorporation, bylaws and in various agreements. You should also
read carefully the amended WorldCom articles of incorporation and bylaws,
copies of which are attached as Annexes 2 and 3 to this proxy
statement/prospectus.

France Telecom and Deutsche Telekom

   France Telecom and Deutsche Telekom own shares representing a combined
approximate 20% voting interest in Sprint.

   On October 8, 1999 and February 1, 2000, France Telecom and Deutsche Telekom
each made filings on Schedule 13D with the Securities and Exchange Commission
indicating that, although in the near term they may retain their aggregate
voting power in Sprint at 20%, in the longer term neither of them intended as
of the filing date to remain a stockholder of Sprint. France Telecom and
Deutsche Telekom also indicated in these filings that, should the merger be
completed and should they elect not to exercise appraisal rights, neither
intended as of the date of the filing to remain a stockholder of the surviving
corporation in the merger.

 Summary of Securities Held

   France Telecom and Deutsche Telekom currently own shares of Sprint series 3
FON common stock, Sprint series 3 PCS common stock and either Sprint class A
common stock (in France Telecom's case) or Sprint class A common stock--series
DT (in Deutsche Telekom's case). We refer to these two series of Sprint class A
stock as "Sprint FT/DT class A stock". We refer to all of the classes and
series of Sprint capital stock owned by France Telecom and Deutsche Telekom as
"Sprint FT/DT stock". In the merger, France Telecom and Deutsche Telekom will
receive WorldCom capital stock for their Sprint capital stock as set forth
under "What Sprint Stockholders Will Receive in the Merger" on page 1.

   Based on the number of outstanding shares of Sprint capital stock, MCI
WorldCom capital stock and an assumed FON exchange ratio of  . , in each case
on the Sprint record date, and assuming that the shares of WorldCom series 1
PCS common stock have   .   votes per share (the average market price of a
share of Sprint series 1 PCS commons stock divided by the average market price
of a share of MCI WorldCom common stock on the Sprint record date) and based on
the current holdings of France Telecom and Deutsche Telekom, these investors
will own shares of WorldCom capital stock after the merger that represent
voting power of approximately  . % and  . %, respectively, of WorldCom's total
voting power.

 Rights of France Telecom and Deutsche Telekom Contained in Sprint's Articles
of Incorporation

   Sprint FT/DT Class A Stock Represents Equity in the Sprint FON Group and the
Sprint PCS Group. Sprint's articles of incorporation provide that each share of
Sprint FT/DT class A stock represents, among other things, an equity interest
in the Sprint FON group and an equity interest in the Sprint PCS group. As of
December 31, 1999, each share of Sprint FT/DT class A stock entitled the holder
to have one share of Sprint series 3 FON common stock and one-half of a share
of Sprint series 3 PCS common stock issued to the holder.

   Voting. The Sprint series 3 FON common stock and the Sprint series 3 PCS
common stock have most of the same voting rights as the publicly traded Sprint
series 1 FON common stock and Sprint series 1 PCS common stock, respectively.
In addition, these shares are voted together, and together with the Sprint
FT/DT class A stock, to elect directors to the Sprint board of directors.

   Board Representation. France Telecom and Deutsche Telekom, through their
ownership of Sprint FT/DT stock are generally entitled to representation on
Sprint's board of directors equal to the percent of Sprint's voting power that
they own, rounded up or down to the nearest whole number of directors, and are
entitled to elect a minimum of two directors generally so long as they own or
have the right to acquire shares representing

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an aggregate of at least 10% of Sprint's total voting power. A total of three
directors on the current Sprint board of directors are elected by the holders
of Sprint FT/DT stock. Holders of Sprint FT/DT stock are also collectively
entitled (with limited exceptions) to one representative on each committee of
Sprint's board of directors.

   We refer to the percentage of shares that France Telecom and Deutsche
Telekom own and have the right to acquire together as their "ownership
percentage".

   Under the Sprint master transfer agreement, on the date that the terms of
France Telecom's and Deutsche Telekom's investment in Sprint will change as
described below under "--Sprint Master Transfer Agreement", which we refer to
as the "initial FT/DT investment changes", each of France Telecom and Deutsche
Telekom will cause its designees on the Sprint board of directors to resign.
The proposed amendments to the Sprint articles of incorporation and Sprint
bylaws to be voted upon at the Sprint special meeting eliminate these
investors' rights to representation on the Sprint board of directors. See "--
Sprint Master Transfer Agreement".

   Dividends and Liquidation. For information about the dividend, liquidation
and other terms of the Sprint FT/DT stock, see "Description of MCI WorldCom
Capital Stock--Common Stock--Amended WorldCom Articles of Incorporation".

   Conversion of Sprint FT/DT Stock. Under certain circumstances and subject to
certain exceptions as described below, shares of Sprint FT/DT stock will
automatically convert into shares of Sprint series 1 FON common stock and
Sprint series 1 PCS common stock. A conversion of this kind would leave France
Telecom and Deutsche Telekom in substantially the same economic position but
would deprive them of their special rights as holders of Sprint FT/DT stock,
including the right to elect a director or directors to the Sprint board of
directors and the disapproval rights described below. The circumstances
triggering an automatic conversion include:

  .  reduction in the ownership percentage below specified levels for
     enumerated periods of time

  .  material breach by France Telecom or Deutsche Telekom of specified
     provisions of their investment agreements with Sprint

  .  material breach by France Telecom or Deutsche Telekom of specified
     provisions of the Global One joint venture agreement

  .  occurrence of a change of control of Sprint

  .  failure of France Telecom and Deutsche Telekom to maintain required
     relative ownership interests with respect to their ownership of Sprint
     FT/DT stock (see "--Equity Purchase Rights--Ownership Ratios") and

  .  unauthorized transfers of Sprint FT/DT stock.

   We use the term "change of control of Sprint" to mean:

  .  a decision by the board of directors to sell control of Sprint or not to
     oppose a third party tender offer for its voting securities representing
     more than 35% of the total voting power of Sprint or

  .  a change in the identity of a majority of Sprint's board of directors
     due to

    -- a proxy contest, or the threat to engage in a proxy contest, or the
      election of directors by the holders of Sprint's preferred stock, if
      any, or

    -- any unsolicited tender, exchange or other purchase offer that has not
      been approved by a majority of the Sprint independent directors.

   Neither a strategic merger involving Sprint, such as the merger, nor any
transaction between Sprint and France Telecom and/or Deutsche Telekom is deemed
to be a change of control of Sprint.

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 Transfer Restrictions

   The stockholders' agreement among Sprint, France Telecom and Deutsche
Telekom provides that France Telecom and Deutsche Telekom may not transfer any
equity interests in Sprint until January 31, 2001, subject to the exceptions
identified in the stockholders' agreement. The stockholders' agreement also
provides for other transfer restrictions thereafter.

   However, France Telecom and Deutsche Telekom's shares of Sprint series 3 PCS
common stock that were acquired after February 1999, when Sprint completed the
initial public offering of the Sprint PCS common stock, are not subject to any
restrictions on transfer before January 31, 2001, except the following, which
also apply to all other shares of Sprint FT/DT stock:

  .  until the aggregate ownership percentage of France Telecom and Deutsche
     Telekom is less than 3.5% of the total voting power of Sprint, France
     Telecom and Deutsche Telekom may not transfer any of their Sprint shares
     to a holder of more than 5% of the voting power of Sprint, after giving
     effect to such transfer, other than in an underwritten public offering

  .  in connection with a public offering of their shares of Sprint FT/DT
     stock, neither France Telecom nor Deutsche Telekom may to the best of
     its knowledge (1) sell more than 2% of the outstanding voting power of
     Sprint to any person or group that, before such sale, owned 3% or more
     of the voting power of Sprint, (2) sell more than 5% of the outstanding
     voting power of Sprint to any person or group or (3) sell to a person or
     group required under section 13(d) of the Exchange Act to file a
     Schedule 13D with respect to Sprint or to a person or group who, as a
     result of such sale, would become a Schedule 13D filer and

  .  in general, during any time when the aggregate ownership percentage of
     France Telecom and Deutsche Telekom is greater than 5%, but less than
     9%, these investors may not transfer shares of Sprint FT/DT stock
     representing more than 1% of the voting power of Sprint to any one
     person or group in any transaction or series of transactions, except in
     connection with an underwritten public offering, and may not transfer
     shares, other than in a public offering, to any major competitor of
     Sprint.

   Approximately 6.5% of the total number of shares of Sprint series 3 PCS
common stock held by France Telecom and Deutsche Telekom as of December 31,
1999, after giving effect to the two-for-one stock split of Sprint PCS common
stock which was effected on February 4, 2000, were acquired after February
1999. These shares represent approximately 4.0% of the Sprint PCS common stock
that France Telecom and Deutsche Telekom own or have the right to acquire by
virtue of their ownership of Sprint FT/DT class A stock.

   Under the Sprint master transfer agreement, on the date of the initial FT/DT
investment changes, France Telecom and Deutsche Telekom will no longer be
subject to the transfer restrictions provided in the stockholders' agreement,
except that they will be prohibited from selling shares of Sprint FON common
stock during the period from 60 days before the expected completion of the
merger until the actual completion of the merger. In addition, France Telecom
and Deutsche Telekom will be permitted to sell, upon the completion of the
merger, shares of WorldCom PCS group common stock and, upon the earlier of 45
days following the completion of the merger and January 31, 2001, they will be
permitted to sell shares of WorldCom group common stock. France Telecom and
Deutsche Telekom are required to advise WorldCom in advance regarding any sales
of WorldCom capital stock prior to December 31, 2001 other than those of less
than $50 million for each of France Telecom and Deutsche Telekom in any rolling
four-week period.

 Disapproval Rights

   Pursuant to Sprint's articles of incorporation and the stockholders'
agreement, if Sprint takes any of the actions set forth in the next paragraph
before January 31, 2001 and the action is disapproved by France Telecom and
Deutsche Telekom, the transfer restrictions on France Telecom and Deutsche
Telekom's shares will terminate, except that the restrictions on transfers to
large holders will continue.

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   The actions which, if taken notwithstanding disapproval by France Telecom
and Deutsche Telekom, trigger termination of the transfer restrictions are:

  .  subject to various exceptions, divestitures by Sprint of assets with a
     fair market value in excess of 20% of Sprint's market capitalization

  .  subject to various exceptions, Sprint's acquisition of either (1)
     telecommunications, information technology and related businesses for a
     cost exceeding 20% of Sprint's market capitalization or (2) other types
     of businesses that have a cost exceeding 5% of Sprint's market
     capitalization

  .  Sprint's issuance of any securities with class voting rights and
     disapproval rights as extensive as or more extensive than the rights
     granted to the holders of Sprint FT/DT stock

  .  the declaration of extraordinary cash dividends or cash distributions to
     stockholders during any one year in excess of 5% of Sprint's market
     capitalization and

  .  Sprint's issuance of securities representing 30% or more of its total
     voting power, except that transfer restrictions do not terminate in this
     case if France Telecom and Deutsche Telekom exercise their equity
     purchase rights as described in "--Equity Purchase Rights".

   France Telecom and Deutsche Telekom may also disapprove certain changes to
Sprint's governing documents and certain fundamental business transactions
proposed to be effected by Sprint, including:

  .  any merger or other business combination involving Sprint that results
     in a change of control of Sprint, unless the surviving corporation
     expressly assumes Sprint's obligations to the holders of Sprint FT/DT
     stock with respect to the assets of Sprint related to its long distance
     business and the provisions of the registration rights agreement and
     agrees to be bound by the rights of France Telecom, Deutsche Telekom and
     their affiliates to control the Global One joint venture following
     certain occurrences and

  .  any merger or other business combination involving Sprint that does not
     result in a change of control of Sprint, unless Sprint survives as the
     parent entity, or the surviving corporation expressly assumes Sprint's
     obligations to the holders of Sprint FT/DT stock.

   Until January 31, 2006, any action taken or transaction entered into by
Sprint that would result in, or is taken for the purpose of encouraging or
facilitating, certain competitors of France Telecom, Deutsche Telekom or the
Global One joint venture owning 10% or more of the outstanding voting power of
Sprint may not be undertaken if it is disapproved by the holders of Sprint
FT/DT stock, unless it is a strategic merger such as the merger.

   Under the Sprint master transfer agreement, on the date of the initial FT/DT
investment changes the foregoing rights will be terminated. See "--Sprint
Master Transfer Agreement".

 Rights with Respect to Sprint's Long Distance Assets

   The sale of a cumulative amount of 5% or more of the fair market value of
Sprint's long distance assets may not be consummated by Sprint if it is
disapproved by the holders of Sprint FT/DT stock and the sale occurs before the
earliest of:

  .  January 31, 2001

  .  the date on which section 310 of the Communications Act no longer
     prohibits the ownership by France Telecom and Deutsche Telekom of the
     long distance assets

  .  the date on which France Telecom and Deutsche Telekom elect to accept
     Sprint's offer to sell all of its interest in the Global One joint
     venture following a change of control of Sprint and

  .  the date on which Sprint and subsidiaries of Sprint exercise their right
     to sell all of their Global One joint venture interests to France
     Telecom and Deutsche Telekom following a change of control of Sprint.

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   Until January 31, 2006, if Sprint disposes of a portion of its long distance
assets and the disposition, together with all other similar dispositions since
July 31, 1995, has a value equal to 30% or more of the value of Sprint's long
distance assets on the date of the disposition, then France Telecom and
Deutsche Telekom have a right of first offer with respect to the assets of
which Sprint proposes to dispose, unless this right of first offer has
otherwise terminated.

   Under the Sprint master transfer agreement, on the date of the initial FT/DT
investment changes the foregoing rights will be terminated. See "--Sprint
Master Transfer Agreement".

 Change of Control Provisions

   If Sprint decides to (1) sell all or substantially all of its assets or (2)
sell control of Sprint in a way that results in a 35% or larger stockholder in
the resulting entity, France Telecom and Deutsche Telekom may participate in
that process on a basis no less favorable than that granted any other
participant. If a third party makes a tender offer for not less than 35% of the
voting power of Sprint and the terms of such tender offer do not permit France
Telecom and Deutsche Telekom to sell an equal or greater percentage of their
shares of Sprint FT/DT stock as Sprint's other stockholders are collectively
permitted to sell, then upon the purchase by such third party in the tender
offer of 35% or more of the voting power of Sprint, the holders of Sprint FT/DT
stock may require Sprint to purchase at the tender offer price the capital
stock that such holders were unable to tender on the same basis as Sprint's
other stockholders, unless the holders of Sprint FT/DT stock may receive
publicly traded securities or cash in a business combination transaction
required to be effected within 90 days after the close of the tender offer.

   In the case of a change of control of Sprint, France Telecom and Deutsche
Telekom obtain rights giving them greater control over the Global One joint
venture. If Sprint decides to (1) sell all or substantially all of its assets
or (2) sell control of Sprint in a way that results in a 35% or larger
stockholder in the resulting entity, France Telecom and Deutsche Telekom
generally may sell their shares of Sprint FT/DT stock in the proposed
transaction free of any transfer restriction, except for transfers to large
holders, and if Sprint decides to (a) sell all or substantially all of its
assets or (b) sell control of Sprint in a way that results in a 35% or larger
stockholder in the resulting entity, the standstill provisions affecting France
Telecom and Deutsche Telekom will terminate.

   Under the Sprint master transfer agreement, on the date of the initial FT/DT
investment changes the foregoing rights will be terminated. See "--Sprint
Master Transfer Agreement".

 Equity Purchase Rights

   Under their stockholders' agreement with Sprint, France Telecom and Deutsche
Telekom have the right to acquire additional shares when Sprint issues voting
stock. These rights, referred to as "equity purchase rights", enable these
investors to maintain their voting power in Sprint at the level in effect
immediately before Sprint issues the new voting stock. Since making their
investments, France Telecom and Deutsche Telekom have generally maintained a
20% voting interest in Sprint. Their equity purchase rights apply to any
issuance, including shares issued when options or warrants are exercised, or
when any Sprint convertible security is converted into Sprint common stock.

   Shares of Sprint FT/DT stock owned by France Telecom and Deutsche Telekom
automatically convert to shares of Sprint series 1 FON common stock or Sprint
series 1 PCS common stock when sold to third parties. Equity purchase rights do
not apply when Sprint issues shares as a result of a conversion triggered by a
sale by either France Telecom or Deutsche Telekom.

   Issuances of Sprint FON Common Stock. So long as the ownership percentage of
France Telecom and Deutsche Telekom collectively equals 10% or greater, when
Sprint issues new shares of Sprint FON common stock or other voting securities
to any third party, each of France Telecom and Deutsche Telekom is permitted,
subject to restrictions, to maintain its proportionate ownership of Sprint's
voting power (based on its ownership

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percentage) by purchasing additional shares of Sprint series 3 FON common stock
from Sprint. The purchase price for these new shares is generally the average
price paid by the third party.

   Issuances of Sprint PCS Common Stock. If Sprint issues Sprint series 1 PCS
common stock or Sprint series 2 PCS common stock, France Telecom and Deutsche
Telekom are permitted to purchase shares of Sprint series 3 PCS common stock.
In this case, France Telecom and Deutsche Telekom have up to two years to
exercise these rights. If they exercise these rights during the 45-day period
after the event triggering these rights, the purchase price equals the market
price of a share of Sprint series 1 PCS common stock on the date of the
issuance giving rise to their rights. If they do not exercise these rights
during this 45-day period, then the purchase price per share equals the higher
of (1) the market price of a share of Sprint series 1 PCS common stock on the
date of the issuance giving rise to the equity purchase right and (2) the
market price of a share of Sprint series 1 PCS common stock on the date of
exercise of the equity purchase right.

   Issuance of Sprint FON Common Stock or Sprint PCS Common Stock Upon Exercise
of Employee Benefit Plan Options. When France Telecom and Deutsche Telekom
exercise equity purchase rights as a result of Sprint's issuance of shares of
Sprint FON common stock or Sprint PCS common stock pursuant to employee benefit
plans, contracts or other employee arrangements, the purchase price equals:

  . if the employee arrangement was not in existence on or before April 26,
    1996, the market price per share of the Sprint series 1 FON common stock
    or the Sprint series 1 PCS common stock, as applicable, on the date of
    the issuance giving rise to equity purchase rights or

  . if the employee arrangement was in existence on or before April 26, 1996,
    a price per share equal to the average price that France Telecom and
    Deutsche Telekom have paid for their shares of Sprint FON common stock
    and Sprint PCS common stock. The average price includes a price that
    these investors are deemed to have paid for the shares of Sprint FON
    common stock and Sprint PCS common stock underlying their shares of
    Sprint FT/DT class A stock. The deemed price is based on a fraction of
    the actual price that was paid for the share of Sprint FT/DT class A
    stock. The fraction is determined, generally, by the relative market
    prices of the Sprint series 1 FON common stock and the Sprint series 1
    PCS common stock in the ten trading days after November 23, 1998, the
    date of the Sprint PCS restructuring.

   For employee arrangements in existence on or before April 26, 1996, these
provisions effectively enable France Telecom and Deutsche Telekom to purchase
shares upon exercise of equity purchase rights at a price less than market
value. This ability is eliminated on the date of the initial FT/DT investment
changes pursuant to the Sprint master transfer agreement.

   Issuances of Other Kinds of Shares. If equity purchase rights are exercised
due to Sprint's issuance of voting securities other than Sprint FON common
stock or Sprint PCS common stock, France Telecom and Deutsche Telekom must
purchase shares of both of these classes so that they retain the proportion of
each class owned at the time. The purchase price per share for these shares is
the market price of a share of Sprint series 1 FON common stock or Sprint
series 1 PCS common stock, as applicable, on the date of the issuance that gave
rise to equity purchase rights.

   Limitation on Class of Shares That May Be Purchased. In general, if equity
purchase rights are triggered by an issuance of Sprint FON common stock, only
Sprint series 3 FON common stock may be purchased upon exercise of these
rights. Similarly, if equity purchase rights are triggered by an issuance of
Sprint PCS common stock, only Sprint series 3 PCS common stock may be purchased
upon exercise of these rights. However, Sprint series 3 FON common stock may be
purchased, subject to conditions, when Sprint issues (1) regular-vote Sprint
PCS common stock or regular-vote Sprint seventh series preferred stock as a
result of a cable holder transferring or converting its low-voting shares or
(2) Sprint PCS common stock as a result of the exercise of the Sprint PCS
warrants. In this case, the purchase price of the Sprint series 3 FON common
stock for France Telecom and Deutsche Telekom equals the then-current market
price of a share of Sprint series 1 FON common stock. The maximum amount of
Sprint series 3 FON common stock which may

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be purchased under these circumstances, either in a single purchase or in the
aggregate through purchases over time, is $300 million.

   Method of Payment. Generally, if the purchase price for shares acquired upon
exercise of equity purchase rights is less than $200 million, then payment is
made in cash. Any portion of the purchase price that exceeds $200 million is
payable in installments, with a note issued to Sprint to evidence the promise
to pay.

   Automatic Exercises; Other Special Equity Purchase Rights. If the percentage
of overall voting power of Sprint represented by France Telecom's and Deutsche
Telekom's shares falls below 20%, the stockholders' agreement provides in
specified instances for the automatic exercise of equity purchase rights and
issuance to France Telecom and Deutsche Telekom of shares of Sprint FT/DT stock
which they are entitled to purchase pursuant to these rights.

   Special equity purchase rights apply if the ownership percentage of France
Telecom and Deutsche Telekom is diluted to less than 10% as a result of a
transaction resulting in the issuance of 30% or more of the voting power of
Sprint or, until January 31, 2006, if a major competitor of France Telecom or
Deutsche Telekom obtains securities representing 20% or more of the voting
power of Sprint as a result of a strategic merger.

   Ability to Purchase Outside Equity Purchase Rights. If France Telecom and
Deutsche Telekom are diluted due to an issuance by Sprint, they are permitted
to purchase shares in the open market as an alternative to purchasing shares
from Sprint to maintain their voting percentage interest in Sprint. However,
pursuant to their standstill agreement with Sprint, France Telecom and Deutsche
Telekom in the aggregate are not permitted to increase their overall voting
power in Sprint above 20%.

   Record Date Blackout Purchases. If anti-fraud rules prohibit France Telecom
and Deutsche Telekom from purchasing shares of Sprint FON common stock or
Sprint PCS common stock from third parties in the open market during a ten
trading day period beginning on the ninth trading day before a record date for
either a meeting of Sprint's stockholders or the payment of dividends with
respect to Sprint FT/DT stock, then the holders of Sprint FT/DT stock (subject
to conditions) have limited additional rights to purchase Sprint series 3 FON
common stock and/or Sprint series 3 PCS common stock from Sprint in order to
increase their beneficial ownership to 20% of Sprint's total voting power.

   Automatic Exercise of Equity Purchase Rights with Respect to Conversions. As
long as France Telecom and Deutsche Telekom may exercise their equity purchase
rights, they must exercise their rights to purchase from Sprint shares of
Sprint series 3 PCS common stock upon, and simultaneously with, any issuance of
regular-vote Sprint series 1 PCS common stock resulting from the conversion of
low-vote Sprint series 2 PCS common stock, but only when this type of issuance
occurs during a period beginning on the fifth day prior to a record date
relating to a vote of Sprint's stockholders or the payment of dividends to
Sprint's stockholders and ending on the day following the record date. This
provision also applies upon transfers of Sprint seventh series preferred stock.
This provision terminates with respect to any holder of Sprint FT/DT stock upon
delivery by that holder to Sprint of a notice to that effect.

   Exclusionary Tender Offers. France Telecom and Deutsche Telekom have
protections if the Sprint board determines not to oppose a tender offer by a
person, other than France Telecom, Deutsche Telekom or their respective
affiliates, for not less than 35% of the voting power of Sprint which does not
permit the holder of Sprint FT/DT stock to sell an equal or greater percentage
of their shares as the other holders of Sprint capital stock are permitted to
sell. We refer to this kind of tender offer as an "exclusionary tender offer".

   Upon the purchase of securities representing not less than 35% of Sprint's
voting power in an exclusionary tender offer, France Telecom and Deutsche
Telekom may sell to Sprint all but not less than all of the shares that they
were unable to tender on the same basis as the other Sprint stockholders, at
the same price per share that was paid in the tender offer. France Telecom and
Deutsche Telekom do not have these rights, however, if,

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at the termination of the period during which tenders may be made into the
tender offer, they may receive, in exchange for all the shares of each class
and/or series of Sprint FT/DT stock corresponding to the classes and/or series
of stock subject to the tender offer, publicly-traded securities with an
aggregate fair market value, and/or cash in an amount, not less than the
aggregate price per share of the Sprint series 1 FON common stock and/or Sprint
series 1 PCS common stock, as the case may be, paid pursuant to the tender
offer in a back-end transaction required to be effected within 90 days after
the close of the tender offer.

   Ownership Ratios. France Telecom and Deutsche Telekom have agreed that

  . the ratio of (1) the overall voting power of Sprint held by France
    Telecom or Deutsche Telekom to (2) the overall voting power of the other
    will not be greater than 3 to 2

  . the ratio of (1) the overall voting power of Sprint represented by the
    shares of Sprint series 3 FON common stock together with shares of Sprint
    FON common stock issuable with respect to the Sprint FT/DT class A stock
    of either France Telecom or Deutsche Telekom to (2) the overall voting
    power represented by the corresponding shares held by the other will not
    be greater than 4 to 1 and

  . the ratio of (1) the overall voting power of Sprint represented by the
    shares of Sprint series 3 PCS common stock together with shares of Sprint
    PCS common stock issuable with respect to the Sprint FT/DT class A stock
    of either France Telecom or Deutsche Telekom to (2) the overall voting
    power represented by the corresponding shares held by the other will not
    be greater than 4 to 1.

   Under both the stockholders' agreement and the Sprint articles of
incorporation, France Telecom and Deutsche Telekom have agreed that if any
ratio set forth immediately above is exceeded for more than 60 days after
notice is provided, then each share of Sprint FT/DT stock outstanding will
automatically convert into the applicable number of shares of Sprint series 1
FON common stock or Sprint series 1 PCS common stock, as the case may be, and
the rights of France Telecom and Deutsche Telekom to elect directors and
exercise disapproval rights and the right of France Telecom and Deutsche
Telekom to participate in a proposed change of control of Sprint terminate.

   Under the Sprint master transfer agreement, on the date of the completion of
the merger, the foregoing equity purchase rights will be terminated. In
addition, the provisions relating to relative ownership ratios will be
eliminated on the date of the initial FT/DT investment changes. See "--Sprint
Master Transfer Agreement".

 Standstill Agreement

   Sprint, France Telecom and Deutsche Telekom have entered into a standstill
agreement. If the merger occurs, WorldCom will assume all of Sprint's
obligations under the standstill agreement and each of WorldCom, France Telecom
and Deutsche Telekom will have rights and obligations that are virtually
identical to the rights and obligations summarized in this section.

   Pursuant to the standstill agreement, each of France Telecom and Deutsche
Telekom has agreed that, before July 31, 2010, it will not directly or
indirectly acquire, offer to acquire, or agree to acquire, by purchase or
otherwise, beneficial ownership of any Sprint capital stock such that the
Sprint capital stock beneficially owned in the aggregate by France Telecom and
Deutsche Telekom and their respective affiliates and associates would represent
in the aggregate more than 20% of the votes represented by the outstanding
Sprint capital stock.

   In addition, each of France Telecom and Deutsche Telekom has agreed that,
before July 31, 2010, it will not directly or indirectly acquire, offer to
acquire, or agree to acquire, by purchase or otherwise, beneficial ownership of
any Sprint FON common stock or Sprint PCS common stock such that the Sprint FON
common stock or the Sprint PCS common stock, as the case may be, beneficially
owned in the aggregate by France Telecom and Deutsche Telekom and their
respective affiliates and associates, including the Sprint FON common stock and
the Sprint PCS common stock underlying the Sprint FT/DT class A stock, would
represent

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in the aggregate more than 33% of the votes represented by the outstanding
Sprint FON common stock or Sprint PCS common stock, including as outstanding
the shares of Sprint FON common stock and Sprint PCS common stock underlying
the Sprint FT/DT class A stock.

   After July 31, 2010, the 20% limitation on the ownership of outstanding
Sprint capital stock increases to 30%, as long as the ownership does not exceed
80% of the foreign ownership limitation. "Foreign ownership limitation" means
the maximum aggregate percentage of the Sprint capital stock that may be owned
of record or voted by aliens under section 310(b)(4) of the Communications Act
of 1934, without this ownership or voting resulting in the possible loss, or
possible failure to secure the renewal or reinstatement, of any license or
franchise of any governmental authority held by Sprint or any of its affiliates
to conduct any portion of the business of Sprint or the affiliate, as the
maximum aggregate percentage may be increased from time to time by amendments
to section 310 of the Communications Act or by actions of the FCC.

   France Telecom and Deutsche Telekom and their respective affiliates
generally may, subject to the Sprint rights plan, increase their beneficial
ownership beyond the applicable percentage limitations to the extent required
to match the percentage ownership of Sprint capital stock owned by any other
stockholder; provided that the beneficial ownership of France Telecom and
Deutsche Telekom and their respective affiliates does not exceed 33% of the
voting power represented by either the outstanding Sprint FON common stock or
the outstanding Sprint PCS common stock or 80% of the foreign ownership
limitation.

   In addition, neither France Telecom nor Deutsche Telekom violate the
beneficial ownership restrictions if their beneficial ownership of Sprint
capital stock exceeds the applicable percentage limitations:

  . due to an acquisition of Sprint capital stock by Sprint, unless France
    Telecom and Deutsche Telekom have previously been notified of this
    acquisition

  . due to purchases by France Telecom and Deutsche Telekom of Sprint capital
    stock in reliance on information regarding the number of shares
    outstanding of Sprint capital stock provided by Sprint to France Telecom
    and Deutsche Telekom, unless France Telecom and Deutsche Telekom have
    previously been notified that this information is incorrect

  . in general, if the limitation was exceeded inadvertently, by no more than
    0.5%, and the acquisitions which resulted in France Telecom, Deutsche
    Telekom and their respective affiliates and associates exceeding the
    percentage limitation were undertaken in good faith

  . as a result of any readjustment in the relative voting power of Sprint
    FON common stock and Sprint PCS common stock in accordance with the terms
    of Sprint's articles of incorporation or

  . as a result of a redemption or conversion of any Sprint PCS common stock
    pursuant to Sprint's articles of incorporation.

   Pursuant to the Sprint master transfer agreement, on the date of the initial
FT/DT investment changes the standstill agreement will be amended to provide
that the standstill agreement will terminate on July 31, 2005. In addition,
France Telecom and Deutsche Telekom will have the right to require Sprint to
enter into a separate standstill agreement with each investor, on the same
terms as the existing standstill agreement.

 Registration Rights Agreement

   France Telecom and Deutsche Telekom, as holders of Sprint FT/DT stock, have
entered into a registration rights agreement with Sprint. If the merger occurs,
WorldCom will assume all of Sprint's obligations under the registration rights
agreement and each of WorldCom, France Telecom and Deutsche Telekom will have
rights and obligations that are virtually identical to the rights and
obligations described in this section.

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   Demand Registrations. France Telecom and Deutsche Telekom have the right to
require Sprint to register their shares for sale under the Securities Act.
Except for sales after the merger permitted under Rule 145 under the Securities
Act, registration is necessary in order for these investors to complete a
public offering of their shares.

   The holders of a majority of the Sprint FT/DT stock may demand one
registration in any 12 month period, up to a maximum of ten registrations.
Sprint is responsible for the registration expenses in connection with the
first seven of these registrations. The holders of the Sprint FT/DT stock
requesting registration are responsible for the registration expenses in
connection with the remaining three registrations.

   Piggyback Registration. France Telecom or Deutsche Telekom have the right to
require Sprint to register their shares, subject to exceptions and limitations,
when Sprint is registering shares for sale on its own behalf or for sale by
another stockholder. These rights do not apply to registrations on Forms S-4 or
S-8, registrations in connection with an exchange offer, or offerings solely to
Sprint's existing stockholders or pursuant to dividend reinvestment plans or
dividend reinvestment and stock purchase plans.

   Limitations. Sprint is not required to effect any registration unless the
market value of the stock requested to be registered exceeds $200 million,
unless the registration relates to shares of Sprint series 3 PCS common stock
that were acquired after the completion of the initial public offering of
Sprint PCS common stock. If a request is made to register these shares of
Sprint series 3 PCS common stock, (1) the aggregate market value of these
shares must exceed $100 million on the date of delivery of the request for
registration and (2) the registration must involve the lesser of (A) shares
with an aggregate market value of at least $200 million on the date of delivery
of the request for registration and (B) all of the shares of Sprint series 3
PCS common stock owned by France Telecom and Deutsche Telekom.

   Demand Registration Priorities. In general, where France Telecom and
Deutsche Telekom have demanded that Sprint register some of their shares, the
underwriter for an underwritten offering may decide that it must cut back the
total number of shares to be sold in the offering. This would happen if the
shares to be sold in the offering by France Telecom and Deutsche Telekom,
together with shares to be sold in the offering by Sprint or other Sprint
stockholders, exceeds the number that can be sold within a price range
acceptable to France Telecom and Deutsche Telekom.

   If Sprint or other Sprint investors are also selling shares in an
underwritten offering where the underwriter determines to cut back the total
number of shares offered, then the rule for deciding which shares to be sold in
the offering have priority is the following:

  .  the shares to be sold by France Telecom and Deutsche Telekom have first
     priority

  .  any shares to be sold by the cable holders have second priority

  .  any shares to be sold by Sprint have third priority or, in some cases,
     second priority along with the cable holders' shares and

  .  shares to be sold by any other investors of Sprint have last priority.

   Sprint has the option to move its priority to an equal status with that of
France Telecom and Deutsche Telekom. During the cable holders' preference
period, which is the period beginning May 22, 1999 and ending on the earlier of
(1) the date upon which the cable holders have completed registered public
offerings of their Sprint PCS common stock with an aggregate public offering
price of $2 billion or (2) May 22, 2000, it is possible that the cable holders'
shares will also have equal priority with that of France Telecom and Deutsche
Telekom. At other times, the cable holders would be next in priority to that of
Sprint and France Telecom and Deutsche Telekom. Other investors with
registration rights, if any, would have priorities behind these.

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   If Sprint elects the option to have an equal priority with France Telecom
and Deutsche Telekom, and the underwriters in fact cut back the number of
shares to be offered, as described above, then the registration will not count
toward the maximum of ten registrations provided to France Telecom and Deutsche
Telekom under the registration rights agreement.

   In general, France Telecom and Deutsche Telekom will not have first priority
when exercising piggyback registration rights. If the cable holders are
exercising piggyback registration rights in the same offering, the number of
shares that they will be entitled to have registered will be reduced on a pro
rata basis with France Telecom and Deutsche Telekom, except that during the
cable holders' preference period, they will have first priority when exercising
piggyback registration rights.

   Notwithstanding these priorities, if at any time Sprint proposes to effect a
registration as described in this section and France Telecom and Deutsche
Telekom may dispose of their securities pursuant to Rule 144(k) (or any
successor provision) under the Securities Act, the priorities described above
will be changed so that the securities proposed to be included by France
Telecom and Deutsche Telekom have the lowest priority of all securities
proposed to be registered in this registration.

   Other Provisions. The registration rights agreement contains other
provisions addressing Sprint's ability to effect other public offerings near
the effectiveness of demand or incidental registrations, the filing of all
reports required to be filed by Sprint under the Securities Act and the
Exchange Act, and indemnification and contribution provisions.

   Under the Sprint master transfer agreement, on the date of the initial FT/DT
investment changes, the registration rights agreement will be amended as
follows:

  . demand registrations will be permitted every six months

  . France Telecom's and Deutsche Telekom's demand registration rights will
   extend to registrations of their Sprint shares in connection with sales of
   securities of these investors that are convertible into or exchangeable
   for the Sprint shares, or "derivative securities"

  . additional indemnity provisions relating to registrations in connection
   with offerings of derivative securities will be added and

  . France Telecom and Deutsche Telekom will have the right after the time of
   the initial FT/DT investment changes to require Sprint to enter into a
   separate registration rights agreement with each investor, on the same
   terms as the existing registration rights agreement.

 Sprint Master Transfer Agreement

   Sprint, France Telecom, Deutsche Telekom, entities related to these parties
and the entities comprising the Global One joint venture have entered into the
Sprint master transfer agreement. This agreement covers, among other things,
the sale of Sprint's interest in Global One and changes to be made to the terms
of France Telecom's and Deutsche Telekom's investments in Sprint. Global One is
an international joint venture owned by Sprint, France Telecom and Deutsche
Telekom that provides international voice and data services to large companies
in over 65 countries including the United States.

   The initial FT/DT investment changes will occur as described below on the
date of the Sprint special meeting. Additional changes will take effect upon
completion of the merger, in which these investors will receive the same
classes and series of WorldCom capital stock as will be received by Sprint's
public shareholders. Under the Sprint master transfer agreement, if the Sprint
special meeting has not occurred by December 31, 2000, the initial FT/DT
investment changes will take effect on that date. In addition, the initial
FT/DT investment changes will take effect if at any time the merger agreement
is terminated.


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   Sale of Interest in Global One. On February 22, 2000, Sprint completed the
sale of its interests in the Global One joint venture for a purchase price of
$1.127 billion. Global One also repaid all loans made to it by Sprint in the
aggregate principal amount of $276 million.

   Effective as of January 21, 2000, France Telecom and Deutsche Telekom began
managing the daily operations of Global One without Sprint's participation.
Sprint's representatives have resigned from all governing boards of Global One.
Sprint's funding obligations to Global One terminated on January 1, 2000. As of
February 22, 2000, Sprint may provide Global One's services to existing
customers under current contracts pursuant to agreed to arrangements for the
shorter of two years or the life of a customer's contracts in existence on
January 21, 2000. In addition, Sprint has the right to sell Global One services
to existing and new customers for at least one year after February 22, 2000
pursuant to a distribution agreement which was signed as of January 21, 2000.
In addition, Global One will provide certain support services to Sprint's
customers.

   Voting Agreement and Proxy.  Pursuant to the Sprint master transfer
agreement, France Telecom and Deutsche Telekom have agreed to vote, and have
granted to senior executives of Sprint a proxy to vote, the shares of Sprint
capital stock held by them in favor of adoption of the merger agreement and the
other matters to be voted upon at the Sprint special meeting. For a more
detailed summary of these provisions, see "The Sprint Special Meeting--
Agreement to Vote Shares Held By France Telecom and Deutsche Telekom and
Proxy".

   Elimination of Special Rights of France Telecom and Deutsche Telekom as
Stockholders of Sprint. At the time of the initial FT/DT investment changes,
each of France Telecom and Deutsche Telekom will cause its designees on the
Sprint board of directors to resign and, assuming that the proposed amendments
to the Sprint articles of incorporation and Sprint bylaws are approved, will no
longer have the right to designate directors. If the proposed amendments to the
Sprint articles of incorporation and Sprint bylaws are not approved, France
Telecom and Deutsche Telekom will continue to have the right to designate
directors, but will be permitted to designate only independent directors.
Independent directors are, among other things, not officers of Sprint, France
Telecom or Deutsche Telekom. The other changes to the terms of France Telecom's
and Deutsche Telekom's investments in Sprint described under "Proposal to Adopt
Amendments to the Sprint Articles of Incorporation and Sprint Bylaws" will take
effect at the time of the initial FT/DT investment changes.

   Elimination of Noncompetition Arrangements and Exclusivity Provisions. All
noncompetition arrangements and exclusivity provisions between Sprint and the
other parties to the Sprint master transfer agreement have been eliminated as
of January 21, 2000, except that Sprint has agreed for a period ending on
February 22, 2001 that it will not offer specified products and services to
customers of France Telecom, Deutsche Telekom or Global One if such products or
services compete with the products and services provided under a customer
contract identified before January 21, 2000.

   Amended Stockholders' Agreement. At the time of the initial FT/DT investment
changes, the stockholders' agreement among France Telecom, Deutsche Telekom and
Sprint will be amended to:

  . eliminate general restrictions on the transfer of Sprint securities owned
    by France Telecom and Deutsche Telekom (other than transfers to large
    holders), other than the requirement to consult in advance with Sprint
    for any transfers by either France Telecom or Deutsche Telekom in excess
    of $25 million in any rolling four-week period

  . eliminate the right of first purchase on behalf of Sprint with respect to
    sales of Sprint securities owned by France Telecom and Deutsche Telekom

  . eliminate the right of first purchase on behalf of France Telecom and
    Deutsche Telekom with respect to sales of long distance assets by Sprint

  . eliminate France Telecom's and Deutsche Telekom's right to participate as
    a bidder in a change of control of Sprint

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  . eliminate the provisions providing for the redemption of Sprint
    securities held by France Telecom and Deutsche Telekom in an exclusionary
    tender offer

  . modify France Telecom and Deutsche Telekom's equity purchase rights to
    eliminate France Telecom's and Deutsche Telekom's ability to purchase
    Sprint securities at a discount to market price and

  . eliminate France Telecom and Deutsche Telekom's right to purchase
    additional Sprint securities in the event of a major competitor
    transaction.

   As of the completion of the merger, the stockholders' agreement, as assumed
by WorldCom, will be further amended to:

  . eliminate all transfer restrictions on the WorldCom securities owned by
    France Telecom and Deutsche Telekom, other than the requirement until
    December 31, 2001 to consult in advance with WorldCom for any transfers
    by either France Telecom or Deutsche Telekom in excess of $50 million in
    any rolling four-week period and

  . eliminate all of France Telecom and Deutsche Telekom's equity purchase
    rights.

The Cable Holders

   In November 1998, Sprint issued shares of Sprint series 2 PCS common stock
to Tele-Communications, Inc., Comcast Corporation and Cox Communications, Inc.
and a number of their affiliates in exchange for their interests in joint
ventures that form a part of the existing Sprint PCS group. In March 1999,
Tele-Communications, Inc. transferred its shares of Sprint series 2 PCS common
stock to a trust. We refer to that trust, Comcast Corporation, Cox
Communications, Inc., as well as their affiliates that currently hold shares of
Sprint series 2 PCS common stock, collectively as the "cable holders".

   The cable holders have various rights and obligations under agreements with
Sprint, which will be assumed by WorldCom upon completion of the merger. Under
the Sprint articles of incorporation, after the merger each cable holder will
have the right to convert all of its shares of WorldCom series 2 PCS common
stock and WorldCom series 2 common stock into an equivalent number of shares of
WorldCom series 1 PCS common stock and WorldCom common stock, respectively.
This right will be exercisable for 90 days after the merger.

 Equity Purchase Rights

   The cable holders that hold Sprint PCS common stock have rights to purchase
additional shares of Sprint series 2 PCS common stock from Sprint. If the
merger is completed, the cable holders will have equity purchase rights with
respect to WorldCom that are comparable to those described in this section.
These rights are summarized below:

  . If Sprint issues shares of Sprint PCS common stock in exchange for cash,
    then each cable holder has the right to purchase from Sprint enough
    shares of Sprint series 2 PCS common stock for the cable holder to avoid
    any reduction in its percentage economic interest in the Sprint PCS
    group, as in effect immediately before the issuance. The price per share
    would equal the purchase price paid for the shares of Sprint PCS common
    stock that gave rise to the equity purchase right, net of any
    underwriting discounts if they were issued in a public offering.

  . If Sprint issues, in exchange for cash, options, warrants or other
    securities that are convertible into shares of Sprint PCS common stock,
    then each cable holder has the right to purchase from Sprint enough of
    the same kind of options, warrants or other securities for the cable
    holder to avoid any reduction in its percentage economic interest in the
    Sprint PCS group, as in effect immediately before the issuance. The
    purchase price for each unit would equal the purchase price paid for the
    units that gave rise to the equity purchase right, net of any
    underwriting discounts if they were issued in a public offering.

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  . If the Sprint FON group contributes cash or other assets to the Sprint
    PCS group in exchange for an increase in the Sprint FON group's inter-
    group interest, then each cable holder has the right to purchase from
    Sprint enough shares of Sprint series 2 PCS common stock to avoid any
    reduction in its percentage economic interest in the Sprint PCS group, as
    in effect immediately before the contribution. The purchase price for the
    Sprint series 2 PCS common stock would be based on the per unit price
    used by the Sprint board of directors or its capital stock committee in
    determining the appropriate adjustment to the Sprint FON group's inter-
    group interest as a result of the contribution.

  . If the Sprint FON group contributes to the Sprint PCS group cash or other
    assets in exchange for an inter-group interest that is convertible into
    or exchangeable for an inter-group interest in the Sprint PCS group, then
    each cable holder has the right to purchase from Sprint enough securities
    having generally the same terms as that inter-group interest to avoid any
    reduction in its percentage economic interest in the Sprint PCS group, as
    in effect immediately before the contribution. The purchase price per
    share would be based on the corresponding per unit price used by the
    Sprint board of directors or its capital stock committee in determining
    the appropriate adjustment to the Sprint FON group's inter-group interest
    as a result of the contribution.

   The cable holders will not have any equity purchase right with respect to
shares of Sprint PCS common stock issued pursuant to the following:

  . exercises of the warrants

  . conversion of the Sprint seventh series preferred stock

  . qualified or non-qualified employee and director benefit plans,
    arrangements or contracts (including stock purchase plans)

  . dividend reinvestment plans or

  . conversion rights under capital stock of Sprint outstanding as of May 26,
    1998.

   The equity purchase rights of a cable holder will terminate at the same time
as the standstill agreement discussed below between Sprint and that cable
holder terminates.

   If a cable holder does not exercise equity purchase rights, or purchases
fewer securities than it is entitled to purchase upon an exercise, then that
cable holder will be entitled to purchase, in open market purchases or
otherwise from a third party, a number of shares of Sprint series 1 PCS common
stock equal to the number of shares of Sprint series 2 common stock that the
cable holder had the right to purchase but did not purchase. In cases where an
issuance of convertible securities gave rise to the equity purchase right, the
right in this paragraph is adjusted so that the number of shares of Sprint
series 1 PCS common stock that can be purchased is equal to the number of
shares underlying the convertible security.

 Standstill Agreement

   Sprint has entered into a standstill agreement with each cable holder. If
the merger occurs, WorldCom will assume all of Sprint's obligations under these
standstill agreements, and WorldCom and each cable holder will have rights and
obligations that are comparable to the rights and obligations summarized in
this section.

   General. Each cable holder has agreed that before November 23, 2008, it will
not acquire any Sprint voting securities if, as a result, the cable holder
would own shares with more than 1.5% of the voting power of all Sprint capital
stock, assuming for this purpose that all shares of Sprint series 2 PCS common
stock have the same voting rights as the Sprint series 1 PCS common stock. Each
cable holder has also agreed that it will cause its affiliates not to purchase
shares that would cause the affiliate, together with the cable holder, to
violate this provision.

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   Under this provision, each cable holder is currently prohibited from
purchasing any Sprint voting securities except as provided below. The above
provisions of the standstill agreements do not prohibit the cable holders from:

  . exercising their equity purchase rights

  . acquiring additional shares of Sprint series 2 PCS common stock upon
    conversion of shares of the Sprint seventh series preferred stock or

  . acquiring additional shares of Sprint series 2 PCS common stock upon
    exercise of the Sprint PCS warrants.

   In addition, the cable holders have agreed to not propose, participate in or
assist others in any:

  . acquisition of Sprint voting securities or other equity interests in
    Sprint that would result in breach of the restriction on purchase
    described above

  . tender offer for Sprint voting securities

  . merger, consolidation, share exchange or business combination involving
    Sprint or any material portion of its business or any purchase of all or
    any substantial part of the assets of Sprint or any material portion of
    its business

  . recapitalization, restructuring, liquidation, dissolution or other
    extraordinary transaction with respect to Sprint or any material portion
    of its business or

  . solicitation of proxies under the Exchange Act.

   Nothing will prevent any cable holder, however, from selling, transferring,
tendering or otherwise disposing of shares of capital stock of Sprint to any
person at any time or from voting on, tendering into or receiving the benefit
of any transaction described in the second, third and fourth items above, in
the same manner as any other non-initiating holder of publicly traded common
stock of Sprint.

   The cable holders have also agreed in general, and subject to exceptions,
not to take the following actions, which are referred to as "prohibited
actions":

  . propose any matter for submission to a vote of stockholders of Sprint or
    any of its affiliates

  . form, join or participate in a group, as defined under the Exchange Act,
    with respect to any Sprint voting securities, except as may arise from
    the exercise of rights and performance of duties contemplated by the
    agreements executed in connection with the November 1998 Sprint PCS
    restructuring

  . grant any proxy with respect to any Sprint voting securities to any
    person not designated by Sprint

  . deposit any Sprint voting securities in a voting trust or subject any
    Sprint voting securities to any similar arrangement

  . execute any written stockholder consent with respect to Sprint voting
    securities

  . take any other action to seek to affect the control of the management or
    the Sprint board of directors or any of Sprint's affiliates

  . enter into any discussions, negotiations, arrangements or understandings
    with any person with respect to any of the foregoing, or advise, assist,
    encourage or seek to persuade others to take any action with respect to
    any of the foregoing

  . disclose to any person any intention, plan or arrangement inconsistent
    with the foregoing or form any such intention which would result in the
    cable holder being required to make any disclosure in any filing with a
    governmental authority or being required by applicable law to make a
    public announcement with respect thereto or

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  . request Sprint to amend or waive any provision of their respective
    standstill agreement, Sprint's rights agreement or Sprint's articles of
    incorporation or bylaws.

   The cable holders are permitted to take certain actions, as described in the
following paragraph, if they disagree with a covered proposal, defined below,
made by Sprint to its stockholders:

  . either alone or with others, solicit proxies with respect to Sprint in
    response or opposition to the covered proposal

  . make a proposal opposing the covered proposal for submission to a vote of
    Sprint stockholders

  . form, join in or participate in a group, as defined under the Exchange
    Act, with respect to any Sprint voting securities for the sole purpose of
    responding to or opposing the covered proposal

  . grant a proxy with respect to any Sprint voting securities to any person
    with specific instructions from the cable holder as to the voting of the
    Sprint voting securities with respect to the covered proposal and

  . subject any Sprint voting securities to an arrangement or agreement with
    respect to the voting of the Sprint voting securities on the covered
    proposal.

   A covered proposal means a proposal by Sprint to its stockholders:

  . for a merger or similar transaction

  . to modify or amend either Sprint's articles of incorporation or the
    provisions of Sprint's bylaws relating to its capital stock committee in
    a manner that would adversely affect the rights of the holders of Sprint
    series 1 PCS common stock or Sprint series 2 PCS common stock

  . for the issuance of Sprint voting securities

  . for the sale of substantially all assets or a dissolution or liquidation
    of Sprint or

  . for any other matter that would require approval of the holders of Sprint
    PCS common stock, voting as a separate class.

   Subject to the following paragraph, each cable holder may issue press
releases and make other public communications to the financial community and to
its stockholders and make other public statements made in the ordinary course
of business relating to its investment in Sprint, in each case as it reasonably
deems appropriate and customary. Before making a press release or other
communication, each cable holder will use reasonable efforts to consult with
Sprint in good faith regarding the form and content of the communication, and
will use reasonable efforts to coordinate the communication with any decisions
reached by Sprint with respect to disclosures relating to the matters.

   Notwithstanding the prior paragraph, unless required by applicable law or
permitted by the provisions relating to rejected covered proposals above, the
cable holder may not make any press release, public announcement or other
public communication with respect to a prohibited action without the prior
written consent of the Chairman of Sprint or by a resolution of a majority of
the directors of Sprint. Each cable holder is permitted to make public
communications that are required by law, except for public communications
required as a result of, or relating to, activities undertaken by the cable
holder in violation of the standstill agreement. Nothing in this or the prior
paragraph will prevent the taking of any actions relating to a covered proposal
described above.

   Transfers to Affiliates or Associates. Each cable holder may transfer shares
of capital stock of Sprint to its affiliates only if, before the transfer, the
transferee delivers to Sprint a signed standstill agreement in the form of the
standstill agreement executed by the cable holder. If and to the extent that
the cable holder elects to transfer shares of Sprint series 2 PCS common stock
to one of its associates without the shares automatically converting into
shares of Sprint series 1 PCS common stock, the cable holder may effect the
transfer only if, before the transfer, the transferee executes and delivers to
Sprint a standstill agreement in the form of the standstill agreement executed
by the cable holder.

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   Permitted Activities. Nothing in the standstill agreements will prevent any
cable holder from (1) selling, transferring, tendering or otherwise disposing
of shares of capital stock of Sprint to any person at any time or from voting
on, tendering into or receiving the benefit of transactions in the same manner
as any other noninitiating holder of Sprint voting securities, or (2) taking
any actions necessary or appropriate for the cable holder to exercise their
rights under any of their other agreements with Sprint.

   Termination. The standstill agreements terminate:

  . upon the consent of each party in writing

  . upon a change of control of Sprint, which will not occur as a result of
    the merger

  . if the cable holder's Sprint securities no longer represent more than one
    and one half percent (1.5%) of the total Sprint voting power, assuming
    for this purpose that all shares of Sprint series 2 PCS common stock have
    the same voting rights as the shares of Sprint series 1 PCS common stock
    or

  . upon the occurrence of other events.

   As to a holder that is an affiliate or an associate of a cable holder and
that has executed a standstill agreement, the agreement will terminate, in
addition to the above circumstances, when the holder ceases to be an affiliate
(or associate, as applicable) of a cable holder and all shares of Sprint series
2 PCS common stock held by the party have converted to Sprint series 1 PCS
common stock.

 Registration Rights Agreement

   Sprint and the cable holders have entered into a registration rights
agreement. Pursuant to the registration rights agreement, Sprint has agreed to
register the shares of Sprint PCS group common stock issued to the cable
holders for sale under the Securities Act, as described below. If the merger
occurs, WorldCom will assume all of Sprint's obligations under the registration
rights agreement and WorldCom and each cable holder will have rights and
obligations that are comparable to the rights and obligations summarized in
this section.

   Registration rights can be exercised by any of the following persons with
respect to each cable holder. The following are referred to as that cable
holder's "stockholder group":

  .  the cable holder

  .  any affiliates of the cable holder who own registrable securities
     (defined below) and

  .  any other entity:

   -- to which all or a portion of the registrable securities are
      transferred by any entity that was, immediately before the transfer, a
      member of the cable holder's stockholder group

   -- that continues to hold the registrable securities

   -- to which the transferring member of the stockholder group has assigned
      any of its registration rights in accordance with the registration
      rights agreement and

   -- who has executed a registration rights agreement in connection with
      the transfer of the registrable securities.

   There are three stockholder groups: one for each cable holder.

   The term "registrable securities" means, generally:

  .  Sprint PCS group common stock owned by a stockholder group

  .  securities that are issuable with respect to the shares referred to in
     the item above and

  .  "derivative securities", meaning any registrable securities that
     underlie any cable holder securities, the value of which relates to or
     is based upon registrable securities, to the extent that the registrable
     securities require registration by Sprint.

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   Registrable securities, once acquired by a member of a stockholder group,
cease to be registrable securities when they are disposed of in accordance with
a registration statement that has become effective under the Securities Act and
in other circumstances.

   Demand Registration Rights. The cable holders may require Sprint to register
under the Securities Act all or a portion of their registrable securities for
offer or sale, including the offer or sale of registrable securities upon
issuance or settlement of any derivative security. This is referred to as a
"demand registration".

   Number of Demand Registrations. The TCI stockholder group is entitled to six
demand registrations, the Cox stockholder group is entitled to four demand
registrations and the Comcast stockholder group is entitled to three demand
registrations. In addition, each stockholder group is entitled to one demand
registration to be used in connection with the delivery or sale of registrable
securities upon settlement of a derivative security. In general, a demand
registration must request the registration of at least $200 million of Sprint
PCS common stock, before any underwriting or brokerage discounts and
commissions, subject to various exceptions.

   Timing of Demand Registrations. Pursuant to the registration rights
agreement, Sprint may be required to effect demand registrations every three
months for an initial period and thereafter every six months as described
below. Following the effectiveness of a registration statement filed pursuant
to a demand registration, Sprint will not be required to file a registration
statement pursuant to a demand registration until:

  .  before the stockholder groups have sold registrable securities and/or
     derivative securities having an aggregate offering price of $2 billion,
     excluding transfers solely between or among the stockholders of the
     cable holders and their affiliates, the three month anniversary of the
     date of the applicable demand notice which satisfied the minimum amount
     and

  .  thereafter, the six month anniversary of the date of the applicable
     demand notice.

   Road Show Participation. In connection with demand registrations, the cable
holders have the right under most circumstances to require Sprint management to
cooperate with selling efforts, including cooperating with customary due
diligence investigations and participating in marketing the offered securities
in road show presentations.

   Underwriters; Limitation in Underwritten Offerings. In any demand
registration for an underwritten offering other than an offering of derivative
securities, a co-lead joint "book running" underwriter will be selected by each
of Sprint and the sellers of 50% or more of the securities to be sold by
stockholder groups exercising demand registration rights.

   If the book running managing underwriters of any underwritten public
offering determine that the number of shares to be offered exceeds the number
that could be sold without having an adverse effect on the offering (including
the price at which the registrable securities may be sold), then the number of
shares to be offered will be reduced to an amount recommended by the co-lead
joint book running underwriters. Any required reductions will be made:

  .  first, from the securities proposed to be sold by persons who are not
     part of a stockholder group other than France Telecom or Deutsche
     Telekom

  .  second, from securities proposed to be registered pursuant to incidental
     registration rights held by France Telecom and Deutsche Telekom
     (together with securities being offered for the account of Sprint)

  .  third, from securities proposed to be registered by members of
     stockholder groups registering shares pursuant to their incidental
     registration rights and

  .  last, from the shares to be registered by stockholder groups initiating
     the demand registration.

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   Piggyback Registration Rights. The cable holders have piggyback registration
rights, meaning that they have the right to request that their shares be
included in an offering of Sprint PCS common stock that is initiated by Sprint
or another Sprint stockholder. This does not apply to:

  .  registration statements filed by Sprint relating to shares issued in a
     merger, consolidation, acquisition or similar transaction

  .  registration statements on Form S-8 or

  .  registration statements filed in connection with an exchange offer or
     any offering of securities solely to Sprint's existing stockholders or
     otherwise pursuant to a dividend reinvestment plan, stock purchase plan
     or other employee benefit plan.

   Special Priority as to Third Party Demands. We refer to the "priority
period" as the period ending on the earlier of (1) the date upon which the
stockholder groups have sold registrable securities with an aggregate offering
price of at least $2 billion or (2) May 22, 2000. During the priority period,
if Sprint proposes to register securities for its own account due to another
stockholder exercising demand registration rights (other than France Telecom or
Deutsche Telekom), each stockholder group will be entitled to exercise a right
to one of its demand registrations. If this right is exercised, the demand
registration proceeds as with any other demand registration by a stockholder
group, meaning that the cable holder shares would have priority over all
others, and the demand registration by the other stockholder is treated as
though it had not occurred.

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                   DESCRIPTION OF MCI WORLDCOM CAPITAL STOCK

   The following is a summary of the material terms of (1) the capital stock of
MCI WorldCom under its existing articles of incorporation, bylaws and rights
agreement and (2) the capital stock of WorldCom under its amended articles of
incorporation, bylaws and rights agreement which will be in effect immediately
after the merger is completed. The following also summarizes relevant
provisions of the Georgia Business Corporation Code, which we refer to as
Georgia law. The terms of the existing MCI WorldCom articles of incorporation,
the amended WorldCom articles of incorporation, the existing MCI WorldCom
bylaws, the amended WorldCom bylaws, the existing MCI WorldCom rights agreement
and the amended WorldCom rights agreement, as well as the terms of Georgia law,
are more detailed than the general information provided below. Therefore, you
should carefully consider the actual provisions of those documents. If you
would like to read the existing MCI WorldCom articles of incorporation, the
existing MCI WorldCom bylaws or the existing MCI WorldCom rights agreement,
these documents are on file with the Securities and Exchange Commission, as
described under the heading "Where You Can Find More Information" beginning on
page 205. Additional information regarding the capital stock of MCI WorldCom is
contained under the heading "Comparison of Rights of MCI WorldCom Shareholders
and Sprint Stockholders". The amended WorldCom articles of incorporation and
bylaws are attached as Annexes 2 and 3 to this proxy statement/prospectus.

General

 Existing MCI WorldCom Articles of Incorporation

   Under the existing MCI WorldCom articles of incorporation, the authorized
capital stock of MCI WorldCom consists of 5,000,000,000 shares of common stock,
par value $.01 per share, and 50,000,000 shares of preferred stock, par value
$.01 per share.

 Amended WorldCom Articles of Incorporation

   Under the amended WorldCom articles of incorporation, the authorized capital
stock of WorldCom will consist of 10,000,000,000 shares of common stock,
divided into several classes or series having various par values, and
75,000,000 shares of preferred stock, par value $.01 per share, divided into
several series.

Common Stock

 Existing MCI WorldCom Articles of Incorporation

   The existing MCI WorldCom articles of incorporation provide for one class of
common stock, par value $.01 per share. All of the outstanding shares of MCI
WorldCom common stock are fully paid and nonassessable. As of December 31,
1999, 2,849,743,843 shares of MCI WorldCom common stock were outstanding.

   Voting Rights. Each holder of MCI WorldCom common stock is entitled to cast
one vote for each share held of record, voting together with holders of MCI
WorldCom series B preferred stock, on all matters submitted to a vote of
shareholders, including the election of directors. Holders of MCI WorldCom
common stock have no cumulative voting rights.

   Dividends. Holders of MCI WorldCom common stock are entitled to receive
dividends or other distributions when, as and if declared by the MCI WorldCom
board of directors. The right of the MCI WorldCom board of directors to declare
dividends, however, is subject to the rights of any holders of MCI WorldCom
preferred stock and the availability of sufficient funds under Georgia law to
pay dividends.

   Liquidation Rights. In the event of the dissolution of MCI WorldCom, MCI
WorldCom common shareholders will share ratably in the distribution of all
assets that remain after it pays all of its liabilities and

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satisfies its obligations to the holders of any preferred stock, as provided in
the existing MCI WorldCom articles of incorporation.

   Preemptive and Other Rights. Holders of MCI WorldCom common stock have no
preemptive rights to purchase or subscribe for any stock or other securities of
MCI WorldCom. In addition, there are no conversion rights or redemption or
sinking fund provisions with respect to the MCI WorldCom common stock.

   The MCI WorldCom board of directors may issue additional shares of
authorized common stock without shareholder approval. If they decide to issue
shares to persons friendly to current MCI WorldCom management, they could
render more difficult or discourage an attempt to obtain control of MCI
WorldCom by means of a merger, tender offer, proxy contest or otherwise. This
could protect the continuity of MCI WorldCom's management and possibly deprive
shareholders of an opportunity to sell their shares of MCI WorldCom common
stock at prices higher than the prevailing market prices. Any additional shares
also could be used to dilute the stock ownership of persons seeking to obtain
control of MCI WorldCom.

   Listing. MCI WorldCom common stock is quoted on The Nasdaq National Market
under the symbol "WCOM".

 Amended WorldCom Articles of Incorporation

   General. Under the amended WorldCom articles of incorporation, the common
stock of WorldCom will consist of two classes: the WorldCom group common stock
and the WorldCom PCS group common stock. Each class of the common stock of
WorldCom will be divided into multiple series with various par values, as shown
in the table below.

<TABLE>
<CAPTION>
                         Series  and Par   Referred to In
                       Value and Number of   This Proxy
                           Authorized        Statement/
        Class                Shares        Prospectus As       Holders           Listing
        -----          ------------------- -------------- ----------------  ----------------
<S>                    <C>                 <C>            <C>               <C>
WorldCom Group Common                      WorldCom group
 Stock                                     common stock

                       Common Stock, par   WorldCom       Public,           The Nasdaq
                       value $.01 per      common stock   France Telecom,   National Market
                       share,  . shares                   Deutsche Telekom

                       Common Stock,       WorldCom       Cable holders     N/A
                       Series 2, par value series 2
                       $.01 per share,  .  common stock
                       shares

                                           WorldCom PCS
WorldCom PCS Group                         group common
 Common Stock                              stock

                       PCS Common Stock,   WorldCom       Public,           The Nasdaq
                       Series 1, par value series 1 PCS   France Telecom,   National Market
                       $1.00 per share,    common stock   Deutsche Telekom  (1)
                        .  shares

                       PCS Common Stock,   WorldCom       Cable holders     N/A
                       Series 2, par value series 2 PCS
                       $1.00 per share,    common stock
                        .  shares
</TABLE>
- --------
N/A--not applicable
(1) Sprint series 1 PCS common stock is listed on the New York Stock Exchange.
    MCI WorldCom expects that the WorldCom series 1 PCS common stock issued in
    the merger will be quoted on The Nasdaq National Market.

                                      152
<PAGE>

   "Tracking" Stocks. MCI WorldCom intends that the WorldCom group common stock
will be designed to reflect the performance of the WorldCom group and that the
WorldCom PCS group common stock will be designed to reflect the performance of
the WorldCom PCS group.

   Common Stock Structure Similar to Sprint's. After the merger, WorldCom's
capital structure will be virtually identical to Sprint's current structure,
except that France Telecom and Deutsche Telekom will not hold special classes
or series of WorldCom capital stock. Except to the extent that there are
differences between Kansas law and Georgia law, which are believed to be
immaterial:

  .  WorldCom common stock will be virtually identical to the existing MCI
     WorldCom common stock

  .  the WorldCom series 2 common stock will be virtually identical to the
     Sprint series 2 FON common stock and

  .  each series of WorldCom PCS group common stock will be virtually
     identical to the corresponding series of Sprint PCS common stock.

   Conversion of WorldCom Series 2 PCS Common Stock. The WorldCom series 2 PCS
common stock issued in the merger will automatically convert into WorldCom
series 1 PCS common stock when it is transferred by a cable holder to a person
who is not a cable holder or an affiliate of the cable holders. For 90 days
following the completion of the merger, each cable holder will have the right
to convert all of its shares of WorldCom series 2 PCS common stock and WorldCom
series 2 common stock into an equivalent number of shares of WorldCom series 1
PCS common stock and WorldCom common stock, respectively. Thereafter, in
connection with a future merger or consolidation involving WorldCom, all
remaining holders will have the same right to convert each share of WorldCom
series 2 PCS stock and/or WorldCom series 2 common stock into the consideration
received for each share of WorldCom series 1 PCS stock and/or WorldCom common
stock, respectively. The WorldCom series 2 PCS common stock also will
automatically convert into WorldCom series 1 PCS common stock when the total
number of votes represented by the outstanding shares of WorldCom series 2 PCS
common stock, calculated as though the WorldCom series 2 PCS common stock has
the same vote per share as the WorldCom series 1 PCS common stock, is below 1%
of the total outstanding voting power of the WorldCom capital stock for more
than 90 consecutive days.

   WorldCom Series 2 Common Stock. As is the case with the Sprint series 2 FON
common stock, the WorldCom series 2 common stock will be held only by the cable
holders. WorldCom series 2 common stock will be convertible into WorldCom
common stock under the same circumstances in which WorldCom series 2 PCS common
stock will be convertible into WorldCom series 1 PCS common stock, as described
in the preceding paragraph.

   Voting Rights. The voting rights of the WorldCom group common stock will be
virtually identical to the voting rights of the Sprint FON common stock and the
voting rights of the WorldCom PCS group common stock will be virtually
identical to the voting rights of the Sprint PCS common stock. See "Comparison
of Rights of MCI WorldCom Shareholders and Sprint Stockholders" for a
description of these voting rights.

   Dividend Rights and Restrictions. Dividends on the WorldCom group common
stock and the WorldCom PCS group common stock will be paid when, as and if
declared by the WorldCom board of directors. It is not anticipated that any
dividends on the WorldCom group common stock or the WorldCom PCS group common
stock will be declared in the foreseeable future.

   The WorldCom board of directors may declare dividends on the WorldCom group
common stock and not the WorldCom PCS group common stock, or it may declare
dividends on the WorldCom PCS group common stock and not the WorldCom group
common stock. The WorldCom board of directors may also declare dividends on
both the WorldCom group common stock and the WorldCom PCS group common stock,
in equal or unequal amounts, without regard to dividends previously paid or the
then-relative voting power per share of the WorldCom group common stock and the
WorldCom PCS group common stock.


                                      153
<PAGE>

   If the WorldCom board of directors declares a dividend on one series of the
WorldCom group common stock, it must declare the same dividend on both series
of WorldCom group common stock. If the WorldCom board of directors declares a
dividend on one series of the WorldCom PCS group common stock, it must declare
the same dividend on both series of WorldCom PCS group common stock.

   Dividends on the WorldCom group common stock and the WorldCom PCS group
common stock may be declared and paid only out of net income or surplus of
WorldCom. Net losses of either the WorldCom group or the WorldCom PCS group,
and dividends and distributions on, or repurchases of, WorldCom group common
stock or WorldCom PCS group common stock, will reduce funds legally available
for the payment of dividends on both classes of common stock. WorldCom's board
of directors may declare dividends on either class of common stock to be paid
out of the property or assets of either business group.

   The MCI WorldCom board of directors will adopt, before the completion of the
merger, tracking stock policies identical to those of Sprint. The tracking
stock policies will require that:

  .  dividends on the WorldCom group common stock may be paid only out of the
     lesser of (1) the funds of WorldCom legally available for the payment of
     dividends and (2) the WorldCom group available dividend amount, which is
     similar to the amount of assets that would be available for the payment
     of dividends on the WorldCom group common stock if the WorldCom group
     were a separate company and

  .  dividends on the WorldCom PCS group common stock may be paid only out of
     the lesser of (1) the funds of WorldCom legally available for the
     payment of dividends and (2) the WorldCom PCS group available dividend
     amount, which is similar to the amount of assets that would be available
     for the payment of dividends on the WorldCom PCS group common stock if
     the WorldCom PCS group were a separate company.

   Under the tracking stock policies, the WorldCom board of directors will not
be permitted to declare a dividend or distribution consisting of shares of
WorldCom group common stock on the WorldCom PCS group common stock. The
WorldCom board of directors may only declare a dividend or distribution of
shares of WorldCom PCS group common stock on the WorldCom group common stock if
the shares to be issued represent an inter-group interest of the WorldCom group
in the WorldCom PCS group.

   Before any dividends on any class of common stock of WorldCom may be paid or
declared and set apart for payment, WorldCom must pay or declare and set apart
for payment full cumulative dividends on all outstanding series of WorldCom
preferred stock.

   If WorldCom fails to purchase the WorldCom series 5 preferred stock upon
tender by the holders, it is precluded from declaring or paying dividends on
any class of common stock until it has deposited the funds necessary for the
purchase of the WorldCom series 5 preferred stock.

   Upon the issuance of a new series of WorldCom preferred stock, the WorldCom
board of directors may provide for other dividend restrictions on the common
stock that are applicable to that series of WorldCom preferred stock.

   Redemption of Common Stock. The amended WorldCom articles of incorporation
will permit the redemption of shares of WorldCom group common stock and
WorldCom PCS group common stock held by aliens, as such term is defined in the
Communications Act, if necessary to comply with the foreign ownership
limitations set forth in section 310 of the Communications Act. The provisions
permit WorldCom group common stock and WorldCom PCS group common stock to be
redeemed at a price equal to the fair market value of the shares, except that
the redemption price in respect of shares purchased by any alien within one
year of the redemption date would not, unless otherwise determined by the
WorldCom board of directors, exceed the purchase price paid for those shares by
the alien.


                                      154
<PAGE>

   Conversion of the WorldCom PCS Group Common Stock at the Option of
WorldCom. At any time after November 23, 2001, the WorldCom board of directors
may convert all of the shares of WorldCom series 1 PCS common stock into shares
of WorldCom common stock. If and when this conversion takes place, the WorldCom
board of directors must convert the WorldCom series 2 PCS common stock into
WorldCom series 2 common stock.

   If the conversion takes place before November 23, 2002, each share of
WorldCom series 1 PCS common stock will convert into the number of shares of
WorldCom common stock equal to 110% of the ratio of the average closing price
of one share of WorldCom series 1 PCS common stock to the average closing price
of one share of WorldCom common stock computed as of the fifth trading day
before the date that notice of conversion is sent to holders of WorldCom PCS
group common stock. WorldCom must compute this ratio over a 60-trading day
period if the 20-trading day period normally used to determine the average
closing price is less than 90% of the ratio as determined over a 60-day trading
day period.

   If the conversion takes place on or after November 23, 2002, the WorldCom
board of directors will determine the conversion ratio, subject to the
requirement that under the tracking stock policies, the WorldCom board of
directors must make independent determinations as to the fairness of the
conversion ratio to the holders of the WorldCom group common stock, taken as a
separate class, and to the holders of the WorldCom PCS group common stock,
taken as a separate class. MCI WorldCom believes that any determination made by
its board of directors as to the fairness of the conversion ratio would be made
taking into account the relative values (each calculated using the same basis)
of the WorldCom group common stock and the WorldCom PCS group common stock, and
would not include a control premium for the WorldCom PCS group common stock
(such as the premium being paid in the merger).

   Mandatory Dividend, Redemption or Conversion of WorldCom PCS Group Common
Stock Upon Certain Dispositions of Assets. If WorldCom disposes of all of the
assets of the WorldCom PCS group, or if it disposes of at least 80% of the
assets of the WorldCom PCS group on a then-current market value basis, it must
use the net proceeds to pay a dividend on the WorldCom PCS group common stock
or redeem the WorldCom PCS group common stock, or it must convert the WorldCom
PCS group common stock into WorldCom group common stock. There are exceptions
to this rule; for example, WorldCom will not have to pay a dividend on the
WorldCom PCS group common stock, redeem the WorldCom PCS group common stock or
convert the WorldCom PCS group common stock into WorldCom group common stock
when it receives, in exchange for the assets, primarily equity securities of an
entity engaged, or proposing to engage, in a business similar or complementary
to the business of the WorldCom PCS group.

   If the board of directors determines to convert the WorldCom PCS group
common stock into WorldCom group common stock, WorldCom will convert each share
of WorldCom PCS group common stock into a number of shares of WorldCom group
common stock at a ratio equal to 110% of the average of the high and low
reported sale prices of one share of WorldCom series 1 PCS common stock to the
average of the high and low reported sale prices of one share of WorldCom
common stock computed over a 10-trading day period beginning on the sixteenth
trading day after the completion of the asset disposition. Appropriate
adjustments are made if an ex-dividend date or an effective date for a
subdivision or combination of the relevant shares occurs during the measurement
period.

   If the WorldCom board of directors instead determines to pay a dividend on
the WorldCom PCS group common stock or redeem the WorldCom PCS group common
stock, WorldCom will distribute to holders of WorldCom PCS group common stock
cash or securities, other than common equity securities of WorldCom, or other
property, or a combination of cash and securities and other property, equal to
the fair value of the net proceeds after deducting amounts necessary to pay
transaction costs, taxes on the disposition, liabilities of the WorldCom PCS
group, and any amount corresponding to any inter-group interest that the
WorldCom group holds in the WorldCom PCS group. If the payment of the dividend
or redemption price occurs before November 23, 2001, the WorldCom board of
directors may also convert each share of WorldCom PCS group common stock
remaining outstanding into shares of WorldCom group common stock on the same
basis as the

                                      155
<PAGE>

conversion of WorldCom PCS group common stock into WorldCom group common stock
after November 23, 2001 and before November 23, 2002 described above under "--
Conversion of the WorldCom PCS Group Common Stock at the Option of WorldCom".
The conversion of WorldCom PCS group common stock into WorldCom group common
stock can occur under these circumstances only if the conversion date occurs
prior to the first anniversary of the payment of the dividend or redemption
price.

   Redemption of the WorldCom PCS Group Common Stock in Exchange for Stock of a
Subsidiary. WorldCom may redeem all of the outstanding shares of WorldCom PCS
group common stock in exchange for the outstanding shares of common stock of
one or more wholly owned subsidiaries that hold all of the assets and
liabilities attributed to the WorldCom PCS group if the following conditions
are met:

  .  holders of shares of WorldCom series 2 PCS common stock must receive
     shares of common stock of such subsidiary that have equivalent voting
     power on a per share basis to shares received by holders of WorldCom
     series 1 PCS common stock

  .  the redemption must be approved by the affirmative vote of holders of a
     majority of the shares of WorldCom PCS group common stock, voting
     together as a single class, if the redemption occurs before November 23,
     2000 and

  .  either the redemption must be tax free to holders of WorldCom PCS group
     common stock or an arrangement must exist such that holders of WorldCom
     PCS group common stock, net of related taxes, are in a position
     substantially equivalent economically to the position they would be in
     if the redemption were tax free.

   Liquidation Rights. In the event of the liquidation of WorldCom, the prior
rights of creditors and the aggregate liquidation preference of any WorldCom
preferred stock then outstanding must first be satisfied. Holders of WorldCom
group common stock and WorldCom PCS group common stock will be entitled to
share in the remaining assets of WorldCom in accordance with the per share
liquidation units attributable to each class or series of common stock. Holders
of WorldCom group common stock would have no special claim to the assets
attributed to the WorldCom group, and holders of WorldCom PCS group common
stock would have no special claim to the assets attributed to the WorldCom PCS
group. The liquidation units attributable to each class of common stock are as
follows:

  .  each share of WorldCom group common stock is attributed a number of
     liquidation units (rounded to the nearest 1/10,000) equal to 1.0 (the
     Sprint FON common stock liquidation unit per share provided in the
     amendments to the Sprint articles of incorporation) divided by the FON
     exchange ratio and

  .  each share of WorldCom PCS group common stock is attributed a number of
     liquidation units (rounded to the nearest 1/10,000) equal to 0.2046 (the
     Sprint PCS common stock liquidation unit per share provided in the
     amendments to the Sprint articles of incorporation).

   The number of liquidation units for each share of WorldCom group common
stock and each share of WorldCom PCS group common stock will be adjusted for
stock splits, reverse stock splits and other corporate events affecting the
WorldCom group common stock or the WorldCom PCS group common stock.

   Preemptive Rights. Under the amended WorldCom articles of incorporation, no
holder of shares of WorldCom group common stock, WorldCom PCS group common
stock or any other capital stock of WorldCom is entitled to preemptive rights,
other than the equity purchase rights of the cable holders as described under
"Arrangements with Sprint Stockholders--The Cable Holders--Equity Purchase
Rights".

   Determinations by the WorldCom Board of Directors. Any determination made by
the WorldCom board of directors under any of the provisions described under
"Description of MCI WorldCom Capital Stock" will be final and binding on all
shareholders of WorldCom, except as may be otherwise required by law.


                                      156
<PAGE>

Preferred Stock

 Existing MCI WorldCom Articles of Incorporation

   The MCI WorldCom board of directors is authorized to issue shares of
preferred stock at any time, without shareholder approval. It has the authority
to determine all aspects of those shares, including the following:

  .  the designation and number of shares

  .  the dividend rate and preferences, if any, which dividends on that
     series of preferred stock will have compared to any other class or
     series of capital stock of MCI WorldCom

  .  the voting rights, if any

  .  the voluntary and involuntary liquidation preferences

  .  the conversion or exchange privileges, if any, applicable to that series

  .  the redemption price or prices and the other terms of redemption, if
     any, applicable to that series and

  .  sinking fund provisions.

   Any of these terms could have an adverse effect on the availability of
earnings for distribution to the holders of MCI WorldCom common stock or for
other corporate purposes. Voting rights of holders of preferred stock could
adversely affect the voting power of common shareholders and could have the
effect of delaying, deferring or impeding a change of control of MCI WorldCom.
This could protect the continuity of MCI WorldCom's management and possibly
deprive shareholders of an opportunity to sell their shares of common stock at
prices higher than the prevailing market prices.

   The above information regarding preferred stock will not be affected by the
merger.

   As of December 31, 1999, the MCI WorldCom board of directors had designated
shares of the following series of MCI WorldCom preferred stock:

  .  94,992 shares of MCI WorldCom series A 8% cumulative convertible
     preferred stock, of which no shares were outstanding

  .  15,000,000 shares of MCI WorldCom series B convertible preferred stock,
     of which 11,096,807 shares were outstanding

  .  3,750,000 shares of MCI WorldCom series C $2.25 cumulative convertible
     exchangeable preferred stock, of which no shares were outstanding--these
     shares were issued on October 1, 1999 upon the completion of MCI
     WorldCom's acquisition of SkyTel Communications, Inc. and were redeemed
     by MCI WorldCom for $50.75 in cash on January 14, 2000 and

  .  5,000,000 shares of MCI WorldCom series 3 junior participating preferred
     stock, of which no shares were outstanding--these shares were designated
     in connection with the adoption of the existing MCI WorldCom rights
     agreement.

 Series B Preferred Stock

   Dividends.  Holders of MCI WorldCom series B preferred stock are entitled to
receive cumulative dividends when, as and if declared by the board of directors
out of funds legally available for such dividends. Cumulative dividends accrue
from the issue date of the shares of MCI WorldCom series B preferred stock at
the rate per share of $0.0775 per annum. Those dividends must be paid before
any dividends can be set apart for or paid upon the MCI WorldCom common stock
or any other stock ranking as to dividends junior to MCI WorldCom series B
preferred stock in any year.

   Dividends are only payable in cash, except for payment of accrued but unpaid
dividends upon conversion or redemption of MCI WorldCom series B preferred
stock, as described below. MCI WorldCom is not

                                      157
<PAGE>

permitted to set apart for or pay upon the MCI WorldCom common stock any
extraordinary cash dividend, as described below, unless at the same time MCI
WorldCom sets apart for or pays upon all shares of MCI WorldCom series B
preferred stock an amount of cash per share of MCI WorldCom series B preferred
stock equal to the extraordinary cash dividend that would have been paid in
respect of that share if the holder had converted his or her share of MCI
WorldCom series B preferred stock into shares of MCI WorldCom common stock
immediately before the record date for the extraordinary cash dividend.

   The term "extraordinary cash dividend" means, with respect to any cash
dividend or cash distribution paid on any date, the amount, if any, by which
all cash dividends and cash distributions on the MCI WorldCom common stock paid
during the consecutive 12-month period ending on and including that date
exceeds, on a per share of MCI WorldCom common stock basis, 10% of the average
daily closing price of the common stock over that 12-month period.

   Voting Rights. Holders of MCI WorldCom series B preferred stock are entitled
to cast one vote per share on all matters submitted to a vote of shareholders,
including the election of directors. Holders of MCI WorldCom series B preferred
stock and holders of MCI WorldCom common stock vote together as a single class,
unless otherwise provided by law or the existing MCI WorldCom articles of
incorporation. The approval of at least a majority of the votes entitled to be
cast by holders of issued and outstanding shares of MCI WorldCom series B
preferred stock is required to adversely change the rights, preferences or
privileges of MCI WorldCom series B preferred stock. For this purpose, the
authorization or issuance of any series of preferred stock with preference or
priority over, or being on a parity with, MCI WorldCom series B preferred stock
as to the right to receive either dividends or amounts distributable upon
liquidation, dissolution or winding up of MCI WorldCom will not be deemed to
affect adversely MCI WorldCom series B preferred stock.

   Conversion Rights. Holders of MCI WorldCom series B preferred stock have the
right to convert any or all of their shares, at any time, into shares of MCI
WorldCom common stock at a rate of 0.1460868 shares of MCI WorldCom common
stock for each share of MCI WorldCom series B preferred stock, subject to
adjustment. Upon any conversion, the holder will also be entitled to receive
all accrued and unpaid dividends on the shares of MCI WorldCom series B
preferred stock surrendered for conversion, which will be payable in cash or,
at the option of MCI WorldCom, in shares of MCI WorldCom common stock, based on
their fair market value.

   Redemption Provisions. The MCI WorldCom series B preferred stock is not
redeemable by MCI WorldCom before September 30, 2001. After that time, MCI
WorldCom will have the right to redeem any or all of the shares of MCI WorldCom
series B preferred stock at a redemption price of $1.00 per share plus an
amount equal to all accrued and unpaid dividends thereon. MCI WorldCom has the
option to pay any or all of the redemption price, including accrued dividends,
in cash or in shares of MCI WorldCom common stock, based on their fair market
value.

   Adjustment for Consolidation or Merger. In order to protect the interests of
holders of MCI WorldCom series B preferred stock, the existing MCI WorldCom
articles of incorporation provide for customary adjustments of the conversion
price, redemption price and related terms in the case of those mergers,
consolidations or other capital transactions where holders of MCI WorldCom
common stock receive cash, stock, securities or other property in respect of or
in exchange for their shares of MCI WorldCom common stock. No such adjustment
will be required in connection with the merger.

   Liquidation Rights. In the event of any liquidation, dissolution or winding
up of MCI WorldCom, holders of MCI WorldCom series B preferred stock are
entitled to receive a liquidation preference for each share out of the assets
of MCI WorldCom in an amount equal to the sum of $1.00 plus all accrued and
unpaid dividends.

                                      158
<PAGE>

 Amended WorldCom Articles of Incorporation

   Under the amended WorldCom articles of incorporation, the MCI WorldCom
series B preferred stock and the MCI WorldCom series 3 preferred stock will
remain authorized with identical terms. In addition, the following additional
series of preferred stock will be authorized:

  .  95 shares of WorldCom series 5 preferred stock, par value $.01 per share

  .  300,000 shares of WorldCom series 7 preferred stock, convertible, par
     value $.01 per share and

  .  1,250,000 shares of WorldCom series 8 junior participating preferred
     stock, par value $.01 per share--these shares will be designated in
     connection with the amended WorldCom rights agreement (see "Comparison
     of Rights of MCI WorldCom Shareholders and Sprint Stockholders--Rights
     Plans--WorldCom").

 WorldCom Series 5 Preferred Stock

   Designation. The official designation of the WorldCom series 5 preferred
stock will be "Series 5 Preferred Stock".

   Dividends. Holders of WorldCom series 5 preferred stock will be entitled to
receive when, as and if declared by the WorldCom board of directors, out of
funds legally available for payment, cumulative cash dividends at an annual
rate of 6.0% of the stated value, or $6,000 per share, payable quarterly.

   Rank. The WorldCom series 5 preferred stock will rank on a parity with the
WorldCom series B preferred stock.

   Voting Rights; Ability to Appoint Directors. Holders of WorldCom series 5
preferred stock will be entitled to one vote per share, generally voting
together as a single class with the holders of all other classes and series of
WorldCom capital stock.

   If no dividends or less than full cumulative dividends on the WorldCom
series 5 preferred stock have been paid for four consecutive dividend periods,
or if unpaid dividends have cumulated to an amount equal to full cumulative
dividends for six quarterly dividend periods, then the holders of the WorldCom
series 5 preferred stock will have voting power, as a class, to elect the
smallest number of directors to the WorldCom board of directors that
constitutes a majority of the directors to be elected. This right to elect a
majority of directors will continue until full cumulative dividends for all
past quarterly dividend periods and for the current quarterly dividend period
have been paid or declared and set aside for payment.

   Non-Convertible. The WorldCom series 5 preferred stock will not be
convertible into or exchangeable for stock of any other class or classes of
WorldCom capital stock.

   Liquidation Rights. In any liquidation, dissolution or winding up of
WorldCom, holders of the WorldCom series 5 preferred stock will be entitled to
receive out of the assets of WorldCom available for distribution to
shareholders, before any distribution of the assets shall be made to the
holders of any WorldCom common stock, the sum of $100,000 per share, plus an
amount equal to cumulative accrued and unpaid dividends to the date of
distribution.

   Repurchase by WorldCom. The holders of the WorldCom series 5 preferred stock
may tender all, but not less than all, of their shares to WorldCom for purchase
at a price per share equal to $100,000 per share plus accrued dividends to the
date of repurchase. Holders must provide written notice of any tender at least
six months before the tender is to be completed.

   Redemption. If the holders have not tendered all shares of WorldCom series 5
preferred stock to WorldCom for purchase pursuant to the provisions described
under "--Repurchase by WorldCom" before March 14, 2003, then WorldCom will
redeem all of the outstanding shares for an amount equal to $100,000 per share
plus accrued dividends to the date of repurchase.

                                      159
<PAGE>

   Listing. The WorldCom series 5 preferred stock will not be listed on any
exchange or quotation service.

 WorldCom Series 7 Preferred Stock; Preferred Inter-Group Interest

   Designation; Authorized Shares. The official designation of the WorldCom
series 7 preferred stock will be "Series 7 Preferred Stock--Convertible".

   Dividends. Holders of WorldCom series 7 preferred stock will be entitled to
receive, when, as and if declared by the WorldCom board of directors out of
funds of WorldCom legally available for payment, cumulative cash dividends
payable quarterly at the rate of $6.73 per share. Dividends will be cumulative
whether or not in any dividend period there are funds of WorldCom legally
available for the payment of dividends. Holders of WorldCom series 7 preferred
stock will be entitled to receive full accumulated cash dividends for all
quarterly dividend periods before any dividends on WorldCom common stock or
any other stock of WorldCom that is junior to the WorldCom series 7 preferred
stock as to dividends can be paid or declared.

   Rank. The WorldCom series 7 preferred stock will rank junior as to
dividends and upon liquidation to shares of the WorldCom series 5 preferred
stock, the WorldCom series B preferred stock and any WorldCom preferred stock
that will be designated as senior to the WorldCom series 7 preferred stock as
to dividends or upon liquidation. The WorldCom series 7 preferred stock will
have a preference as to dividends and upon liquidation over WorldCom common
stock and any other kind of WorldCom capital stock that will rank junior to
the WorldCom series 7 preferred stock as to dividends or upon liquidation.

   Voting Rights. Each outstanding share of the WorldCom series 7 preferred
stock will be entitled to a number of votes equal to the number of votes that
could be cast by the holder of that number of shares of the series of WorldCom
PCS group common stock into which the share of WorldCom series 7 preferred
stock could be converted.

   Except as described below, holders of WorldCom series 7 preferred stock
will be entitled to vote on all matters on which the holders of WorldCom
common stock will be entitled to vote, except as otherwise required by law.
Holders of WorldCom series 7 preferred stock will vote together as a single
class with the holders of all other classes or series of WorldCom capital
stock. A two-thirds vote of all shares of WorldCom series 7 preferred stock
that are entitled to vote will be necessary in order to change any of the
provisions of the WorldCom articles of incorporation, including any
certificate of designation or any similar document relating to any series of
WorldCom preferred stock, in a way that would materially and adversely affect
the voting powers, preferences, rights, powers or privileges, qualifications,
limitations and restrictions of the WorldCom series 7 preferred stock.
However, neither of the following will require this special two-thirds vote:

  .  the creation, issuance or increase in the amount of authorized shares of
     any series of WorldCom preferred stock or

  .  the consummation of any transaction in which the voting powers,
     preferences, rights, powers or privileges, qualifications, limitations
     and restrictions of the WorldCom series 7 preferred stock are preserved.

   Conversion Rights. The WorldCom series 7 preferred stock will be
convertible at any time at the option of the holder into:

  .  shares of WorldCom series 2 PCS common stock plus, for no additional
     consideration, shares of WorldCom series 2 common stock, if the holder
     is a cable holder or an affiliate of a cable holder or

  .  shares of WorldCom series 1 PCS common stock plus, for no additional
     consideration, shares of WorldCom common stock, if the holder is not a
     cable holder or an affiliate of a cable holder.

   Shares of WorldCom series 7 preferred stock initially will be convertible
into an aggregate of 16,039,790 shares of WorldCom PCS group common stock and,
for no additional consideration, an aggregate of 1,861,017 shares of WorldCom
group common stock. The number of shares of WorldCom PCS group common stock

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issuable upon conversion of shares of WorldCom series 7 preferred stock will
be determined by dividing the aggregate liquidation preference of the shares
surrendered for conversion by an initial conversion price of $15.3733. Cash
will be issued in lieu of fractional shares.

   Conversion Price Adjustments. The WorldCom series 7 preferred stock
conversion price will be subject to adjustment upon the occurrence of certain
events, including:

  .  the payment by WorldCom of dividends, or the making of other
     distributions, with respect to WorldCom PCS group common stock payable
     in shares of WorldCom PCS group common stock

  .  subdivisions, combinations and reclassifications of WorldCom PCS group
     common stock

  .  the issuance of rights allowing holders of WorldCom PCS group common
     stock to purchase shares of WorldCom PCS group common stock for a price
     per share that is less than the then-current market price of WorldCom
     series 1 PCS common stock and

  .  the distribution to the holders of WorldCom PCS group common stock of
     any of WorldCom's assets, debt securities or any rights or warrants to
     purchase securities, excluding cash dividends on the WorldCom PCS group
     common stock that do not exceed specified levels.

   If WorldCom consolidates with, merges with or into, or sells all or
substantially all of its property and assets to another person, each share of
WorldCom series 7 preferred stock thereafter will entitle its holder to
receive upon conversion of his or her shares of WorldCom series 7 preferred
stock the number of shares of capital stock or other securities or property
which the holder of a number of shares of WorldCom PCS group common stock into
which the share of WorldCom series 7 preferred stock would have been
convertible immediately before the transaction would have been entitled to
receive in the transaction.

   Liquidation Rights. After payments to holders of senior securities, in a
liquidation, dissolution or winding up of WorldCom the holders of WorldCom
series 7 preferred stock will be entitled to receive out of the assets of
WorldCom available for distribution to shareholders, before any distribution
of the assets is made to the holders of WorldCom common stock or any other
stock ranking junior to the WorldCom series 7 preferred stock upon
liquidation, a $1,000 per share liquidation preference, plus accumulated and
unpaid dividends, whether or not declared.

   Redemption. If not converted by the holder or earlier redeemed by WorldCom
as provided below, the WorldCom series 7 preferred stock will become
mandatorily redeemable on November 23, 2008 at the redemption price of $1,000
for each share outstanding, plus an amount in cash equal to all accrued but
unpaid dividends. Before this obligation is discharged:

  .  dividends on any remaining outstanding shares of WorldCom series 7
     preferred stock will continue to accrue and be added to the dividend
     payable to the holder and

  .  WorldCom may not declare or pay any dividend or make any distribution on
     any equal or junior stock.

   Subject to a limited number of exceptions, shares of WorldCom series 7
preferred stock will not be redeemable before November 23, 2001. WorldCom may
at its option redeem the WorldCom series 7 preferred stock, in whole or in
part, after November 23, 2001 at a price equal to the liquidation preference
per share plus any accumulated and unpaid dividends, whether or not declared.
If less than all the outstanding WorldCom series 7 preferred stock is to be
redeemed, the shares to be redeemed will be selected pro rata as nearly as
practicable or by lot, or by such other method as may be determined by the
WorldCom board of directors to be equitable, without regard to whether the
shares to be redeemed are convertible into WorldCom series 1 PCS common stock
or WorldCom series 2 PCS common stock.

   Listing. The WorldCom series 7 preferred stock will not be listed on any
exchange or quotation system.

   Preferred Inter-Group Interest. The preferred inter-group interest will
have terms equivalent to the WorldCom series 7 preferred stock, as summarized
above and as will be set forth in the amended WorldCom

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articles of incorporation relating to the WorldCom series 7 preferred stock.
WorldCom will effect any changes to the preferred inter-group interest as may
be necessary to reflect any changes to the terms, rights, powers and privileges
of the WorldCom series 7 preferred stock.

 Provisions Applicable to All Series of WorldCom Preferred Stock

   No dividend will be permitted to be declared on any series of WorldCom
preferred stock unless dividends have been declared or paid on all shares of
WorldCom preferred stock that:

  .  are entitled to cumulative dividends and

  .  rank equally as to dividends with the series in question.

   Preemptive Rights; Sinking Funds. No holder of WorldCom preferred stock will
have any preemptive rights. No series of WorldCom preferred stock will be
subject to any sinking fund or other obligation of WorldCom to set aside funds
in order to redeem shares.

   Special Voting Rights of the WorldCom Preferred Stock. Under the amended
WorldCom articles of incorporation, the WorldCom preferred stock will be
entitled to vote as a class with respect to matters affecting preferences of
the WorldCom preferred stock or creating prior ranking stock.

Warrants

   In connection with the November 1998 Sprint PCS restructuring, Sprint issued
warrants to acquire shares of Sprint PCS common stock to the cable holders and
their affiliates and also reserved for the Sprint FON group a warrant inter-
group interest to acquire additional inter-group interests in the Sprint PCS
group that has terms equivalent to the warrants issued to the cable holders.
Upon completion of the merger, WorldCom will assume these warrants.

 The Warrants

   The warrants will be freely transferable by the cable holders. Subject to
adjustment, as described below, each warrant will be exercisable for a share of
WorldCom PCS group common stock at any time before November 23, 2003 at an
initial exercise price of approximately $12.01. A total of 24,905,662 shares of
WorldCom PCS group common stock and 2,889,680 shares of WorldCom group common
stock will be issuable upon exercise of the warrants.

   Each warrant will represent the right to purchase:

  .  one share of WorldCom series 2 PCS common stock, plus, for no additional
     consideration, 0.116025 shares of WorldCom series 2 common stock, if the
     holder of the warrant is a cable holder or an affiliate of a cable
     holder or

  .  one share of WorldCom series 1 PCS common stock, plus, for no additional
     consideration, 0.116025 shares of WorldCom common stock, if the holder
     is not a cable holder or an affiliate of a cable holder.

   The exercise price for the warrants may be paid in cash or by requesting
that WorldCom withhold a number of shares of WorldCom PCS group common stock
issuable upon exercise of the warrants equal in value, at the then-current
market price, to the exercise price.

   Exercise Price Adjustments. The exercise price and the number of shares of
WorldCom PCS group common stock issuable upon exercise of the warrants will be
subject to adjustment on the occurrence of certain events, including:

  .  the payment by WorldCom of dividends, or the making of other
     distributions, with respect to WorldCom PCS group common stock payable
     in shares of WorldCom PCS group common stock

  .  subdivisions, combinations and reclassifications of the WorldCom PCS
     group common stock

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  .  the issuance of rights allowing holders of WorldCom PCS group common
     stock to purchase shares of WorldCom PCS group common stock, or
     securities convertible into WorldCom PCS group common stock, for a price
     per share that is less than the then-current market price of WorldCom
     series 1 PCS common stock and

  .  the distribution to holders of WorldCom PCS group common stock of any of
     WorldCom's assets, debt securities or any rights to purchase securities,
     excluding cash dividends on the WorldCom PCS group common stock that do
     not exceed specified levels.

   If WorldCom consolidates or merges with, or sells all or substantially all
of its property and assets to, another person, each holder of a warrant will be
entitled to receive upon exercise of his or her warrant the number of shares of
capital stock or other securities or property which the holder of a number of
shares of WorldCom PCS group common stock for which the warrant could have been
exercised immediately before the transaction would have been entitled to
receive.

   Conversion of the WorldCom PCS Group Common Stock. If the WorldCom PCS group
common stock is converted by WorldCom, then after the conversion holders of
outstanding warrants will be entitled to receive upon exercise of their
warrants, in lieu of shares of WorldCom PCS group common stock, the kind and
amount of shares of stock and other securities and property receivable in the
conversion by a holder of the number of shares of WorldCom PCS group common
stock for which the warrant could have been exercised immediately before the
effective date of the conversion.

   Dividends; Voting; Other Rights. Holders of unexercised warrants will not be
entitled to receive dividends or other distributions with respect to the
WorldCom PCS group common stock, receive notice of any meeting of the
shareholders of WorldCom, consent to any action of the shareholders of
WorldCom, receive notice of any other shareholder meeting, or exercise any
other rights as shareholders of WorldCom. Any warrants that are not exercised
on or prior to November 23, 2003 will terminate.

   Listing. The warrants will not be listed on any exchange or quotation
system.

 Warrant Inter-Group Interest

   The WorldCom group will have an inter-group interest in the WorldCom PCS
group that will have terms equivalent to the warrants, which we refer to as the
warrant inter-group interest.

   WorldCom will authorize and reserve for issuance the number of shares of
WorldCom series 1 PCS common stock and WorldCom series 2 PCS common stock that
may be issuable upon the exercise of all outstanding warrants and the
conversion of the warrant inter-group interest.

Transfer Agent

   The transfer agent and registrar for the MCI WorldCom common stock is, and
the transfer agent for the WorldCom group common stock, WorldCom PCS group
common stock and WorldCom preferred stock will be, The Bank of New York, 101
Barclay Street--12W, New York, New York 10286.

Anti-Takeover Considerations

   Georgia law and the amended WorldCom articles of incorporation and bylaws
will contain a number of provisions which may have the effect of discouraging
transactions that involve an actual or threatened change of control. For a
description of the provisions, see "Comparison of Rights of MCI WorldCom
Shareholders and Sprint Stockholders--Number and Election of Directors", "--
Removal of Directors", "--Amendments to Articles of Incorporation", "--
Amendments to Bylaws", "--Rights Plans", "--State Anti-Takeover Statutes" and
"--Business Combination Restrictions".


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               COMPARISON OF RIGHTS OF MCI WORLDCOM SHAREHOLDERS
                            AND SPRINT STOCKHOLDERS

   The rights of MCI WorldCom shareholders are currently governed by Georgia
law, the existing MCI WorldCom articles of incorporation, the existing MCI
WorldCom bylaws and the existing MCI WorldCom rights agreement. The rights of
Sprint stockholders are currently governed by Kansas law, the Sprint articles
of incorporation, the Sprint bylaws and the Sprint rights plan. Upon completion
of the merger, Sprint stockholders will become holders of WorldCom capital
stock and their rights will be governed by Georgia law, the amended WorldCom
articles of incorporation, the amended WorldCom bylaws and the amended WorldCom
rights agreement.

   The following summarizes the material differences between the rights of MCI
WorldCom shareholders and the rights of Sprint stockholders, but does not
purport to be a complete statement of all such differences, or a complete
description of the specific provisions referred to in this summary. The
following also describes the material rights of WorldCom shareholders after the
merger. See "Description of MCI WorldCom Capital Stock" and "Where You Can Find
More Information". The amended WorldCom articles of incorporation and bylaws
are attached as Annexes 2 and 3 to this proxy statement/prospectus.

   The following summarizes the current rights of Sprint stockholders, without
adjusting for the changes that will occur if the proposed amendments to the
Sprint articles of incorporation and Sprint bylaws are approved at the Sprint
special meeting. If the proposed amendments are approved, the following
information will change in several material respects, including the elimination
of France Telecom's and Deutsche Telekom's ability to designate directors on
the Sprint board of directors by a class vote. We urge you to read carefully
the following summary together with the discussion of the proposed amendments
to the Sprint articles of incorporation and Sprint bylaws set forth in
"Proposal to Adopt Amendments to the Sprint Articles of Incorporation and
Sprint Bylaws" below. You should also read carefully the proposed Sprint
articles of incorporation and Sprint bylaws, copies of which are attached as
Annex 8 and Annex 9.

Capitalization

 MCI WorldCom

   MCI WorldCom's authorized capital stock is described above under
"Description of MCI WorldCom Capital Stock--Common Stock--Existing MCI WorldCom
Articles of Incorporation" and "--Preferred Stock--Existing MCI WorldCom
Articles of Incorporation".

 Sprint

   Sprint's authorized capital stock consists of:

  .  100,000,000 shares of Sprint class A common stock and 100,000,000 shares
     of Sprint class A common stock, series DT

  .  2,500,000,000 shares of Sprint series 1 FON common stock, 500,000,000
     shares of Sprint series 2 FON common stock and 1,200,000,000 shares of
     Sprint series 3 FON common stock

  .  1,250,000,000 shares of Sprint series 1 PCS common stock, 500,000,000
     shares of Sprint series 2 PCS common stock and 600,000,000 shares of
     Sprint series 3 PCS common stock

  .  20,000,000 shares of preferred stock, without par value, of which:

   -- 1,742,853 shares have been designated as Sprint first series preferred
      stock, which will be redeemed by Sprint before the Sprint special
      meeting

   -- 8,758,472 shares have been designated as Sprint second series
      preferred stock, which will be redeemed by Sprint before the Sprint
      special meeting

   -- 95 shares have been designated as Sprint fifth series preferred stock

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<PAGE>

   -- 1,500,000 shares have been designated as Sprint sixth series junior
      participating preferred stock and have been reserved for issuance upon
      exercise of the Sprint rights distributed to holders of Sprint FON
      common stock and Sprint FT/DT class A stock pursuant to the Sprint
      rights plan

   -- 300,000 shares have been designated as Sprint seventh series preferred
      stock and

   -- 1,250,000 shares have been designated as Sprint eighth series junior
      participating preferred stock and have been reserved for issuance upon
      exercise of the Sprint rights distributed to holders of Sprint PCS
      common stock and Sprint FT/DT class A stock pursuant to the Sprint
      rights plan.


   Sprint's total common equity value is represented by the sum of the
outstanding shares of Sprint FON common stock, Sprint PCS common stock and
Sprint FT/DT class A stock. The total common equity value of the Sprint FON
group is represented by the outstanding shares of Sprint FON common stock and
Sprint FT/DT class A stock, to the extent that the latter represents an equity
interest in the Sprint FON group. The total common equity value of the Sprint
PCS group is represented by the outstanding shares of Sprint PCS common stock
and Sprint FT/DT class A stock, to the extent that the latter represents an
equity interest in the Sprint PCS group. Sprint FT/DT class A stock represents,
among other things, an equity interest in each of the Sprint FON group and the
Sprint PCS group.

 WorldCom

   WorldCom's authorized capital stock is described above under "Description of
MCI WorldCom Capital Stock--Common Stock--Amended WorldCom Articles of
Incorporation", "--Preferred Stock--Amended WorldCom Articles of Incorporation"
and "--Warrants".

Voting Rights

 MCI WorldCom

   Each holder of MCI WorldCom common stock may cast one vote for each share
held of record on all matters submitted to a vote of shareholders, including
the election of directors. Holders of MCI WorldCom common stock have no
cumulative voting rights.

   Each holder of MCI WorldCom series B preferred stock may cast one vote per
share on all matters submitted to a vote of the shareholders, including the
election of directors. Holders of MCI WorldCom series B preferred stock and
holders of MCI WorldCom common stock vote together as a single class on all
matters presented to MCI WorldCom shareholders for their action, except as
provided by law and by the next sentence. The approval of at least a majority
of the votes entitled to be cast by holders of outstanding shares of MCI
WorldCom series B preferred stock voting as a class is required to amend, alter
or repeal the preferences, special rights or other powers or terms of MCI
WorldCom series B preferred stock so as to adversely affect the rights,
preferences or privileges of MCI WorldCom series B preferred stock.

 Sprint

   Holders of Sprint FON common stock, Sprint PCS common stock, Sprint FT/DT
class A stock, Sprint first series preferred stock, Sprint second series
preferred stock, Sprint fifth series preferred stock and Sprint seventh series
preferred stock vote together as a single class on most matters. For these
votes, holders have the following numbers of votes per share:

  . Sprint series 1 FON common stock, Sprint series 3 FON common stock,
    Sprint first series preferred stock, Sprint second series preferred stock
    and Sprint fifth series preferred stock have one vote per share

  . Sprint series 1 PCS common stock and Sprint series 3 PCS common stock
    have a vote per share, which we refer to as the "PCS vote per share",
    that equals the average closing price of a share of Sprint series 1 PCS
    common stock divided by that of a share of Sprint series 1 FON common
    stock calculated over

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<PAGE>

    the 20 trading days ending with the tenth trading day before the record date
    for determining the stockholders entitled to vote

  . Sprint series 2 FON common stock, if any such shares are outstanding, has
    1/10th of one vote per share

  . Sprint series 2 PCS common stock has 1/10th of the PCS vote per share and

  . Sprint FT/DT class A stock has a vote per share equal to the number of
    votes represented by the Sprint FON common stock and the Sprint PCS
    common stock underlying a share of Sprint FT/DT class A stock.

   The relative voting power of Sprint FON common stock and Sprint series 1 PCS
common stock fluctuate in relation to the relative market values of Sprint
series 1 FON common stock and Sprint series 1 PCS common stock.

   Sprint FON Common Stock and Sprint FT/DT Class A Stock Voting as a Class. On
each matter to be voted on by holders of Sprint FON common stock and Sprint
FT/DT class A stock voting together as a single class, each series of Sprint
FON common stock has one vote per share, and Sprint FT/DT class A stock has a
number of votes per share equal to the votes possessed by the shares, or
fraction of a share, of Sprint series 3 FON common stock underlying each share
of Sprint FT/DT class A stock.

   Sprint PCS Common Stock and Sprint FT/DT Class A Stock Voting as a Class. On
each matter to be voted on by holders of Sprint PCS common stock and Sprint
FT/DT class A stock voting together as a single class, each series of Sprint
PCS common stock has one vote per share, and Sprint FT/DT class A stock has a
number of votes per share equal to the votes possessed by the shares, or
fraction of a share, of Sprint series 3 PCS common stock underlying each share
of Sprint FT/DT class A stock.

   Sprint FON Common Stock Voting as a Class. On each matter to be voted on by
holders of Sprint FON common stock voting as a separate class, all series have
one vote per share. If a particular series of Sprint FON common stock, such as
Sprint series 1 FON common stock, is voting as a separate series, each share is
entitled to one vote.

   Sprint PCS Common Stock Voting as a Class. On each matter to be voted on by
holders of Sprint PCS common stock voting as a separate class, all series have
one vote per share. If a particular series of Sprint PCS common stock, such as
Sprint series 1 PCS common stock, is voting as a separate series, each share is
entitled to one vote.

   Sprint FT/DT Stock Voting as a Class. On each matter to be voted on by
holders of Sprint FT/DT stock voting as a separate class, each share of Sprint
series 3 FON common stock has one vote, each share of Sprint series 3 PCS
common stock will have the PCS vote per share, and each share of Sprint FT/DT
class A stock has a number of votes per share equal to the sum of the votes
possessed by the shares, or fraction of a share, of Sprint series 3 FON common
stock and Sprint series 3 PCS common stock underlying each share of Sprint
FT/DT class A stock.

   Non-Sprint FT/DT Stock Voting as a Class. On each matter to be voted on by
the holders of Sprint series 1 FON common stock, Sprint series 2 FON common
stock, Sprint series 1 PCS common stock and Sprint series 2 PCS common stock
voting as a separate class, each share of Sprint series 1 FON common stock is
entitled to one vote per share, each share of Sprint series 2 FON common stock
is entitled to 1/10th of one vote per share, each share of Sprint series 1 PCS
common stock is entitled to the PCS vote per share and each share of Sprint
series 2 PCS common stock is entitled to 1/10th of the PCS vote per share.

   Matters Requiring Class Votes. The Sprint articles of incorporation provide
that the affirmative vote of holders of a majority of the voting power
represented by the outstanding Sprint FON common stock and Sprint FT/DT class A
stock voting together as a single class is required to adopt any amendment to
the Sprint articles of incorporation that would:

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<PAGE>

  .  increase or decrease the number of authorized shares of Sprint FON
     common stock

  .  increase or decrease the par value of shares of Sprint FON common stock
     or

  .  change the powers, preference or special rights of the shares of Sprint
     FON common stock so as to affect them adversely.

   The Sprint articles of incorporation also provide that the affirmative vote
of holders of a majority of the voting power represented by the outstanding
Sprint PCS common stock and Sprint FT/DT class A stock voting together as a
single class is required:

  .  to adopt any amendment to the Sprint articles of incorporation that
     would:

    -- increase or decrease the number of authorized shares of Sprint PCS
       common stock

    -- increase or decrease the par value of shares of Sprint PCS common
       stock or

    -- change the powers, preference or special rights of the shares of
       Sprint PCS common stock so as to affect them adversely

  .  to amend the provisions of the Sprint bylaws relating to the capital
     stock committee before November 23, 2002 or

  .  to approve the redemption of Sprint PCS common stock in exchange for
     stock of a subsidiary of Sprint before November 23, 2000. This kind of
     transaction is sometimes referred to as a "spin-off".

   The tracking stock policies adopted by the Sprint board of directors provide
that the consent of holders of a majority of the outstanding shares of Sprint
PCS common stock, voting as a separate class, and the consent of the holders of
a majority of the outstanding shares of Sprint FON common stock, voting as a
separate class, is required to approve any acquisition by the Sprint FON group
of more than 33% of the assets of the Sprint PCS group.

   Special Adjustment in Voting Power of the Sprint FT/DT Stock. Under the
Sprint articles of incorporation, if there is an increase in the per share vote
of any Sprint voting securities due to the transfer of the voting securities,
and the increase occurs on or after the tenth trading day preceding a record
date for purposes of determining the stockholders entitled to vote or to
receive the payment of a dividend, then the per share vote of the Sprint FT/DT
stock will be increased. The vote per share will be increased so that the
percentage of voting power of Sprint represented by the shares of Sprint FT/DT
stock held by each holder of Sprint FT/DT stock will not be diluted as a result
of the increase in votes due to the transfer of voting securities until the day
immediately following the date of the stockholders meeting or the date of the
dividend payment. An adjustment of this kind could be triggered, for example,
when Sprint series 2 PCS common stock is transferred by a cable holder to a
person who is not an affiliate of the cable holder. In this kind of transfer,
the Sprint series 2 PCS common stock is automatically converted into Sprint
series 1 PCS common stock, which has a higher per share vote.

   Special Voting Rights of the Sprint FT/DT Stock. Under the Sprint articles
of incorporation, holders of Sprint FT/DT stock have class voting rights,
including the right to elect their own directors to the Sprint board of
directors and to disapprove specific transactions. See "Arrangements with
Sprint Stockholders--France Telecom and Deutsche Telekom--Rights of France
Telecom and Deutsche Telekom Contained in Sprint's Articles of Incorporation--
Board Representation", "--Disapproval Rights" and "--Rights with Respect to
Sprint's Long Distance Assets".

 WorldCom

   The voting rights applicable to the WorldCom group common stock, WorldCom
PCS group common stock, WorldCom series 5 preferred stock and WorldCom series 7
preferred stock will be the same as described above under "--Voting Rights--
Sprint". The voting rights applicable to the MCI WorldCom series B preferred
stock will be the same as described above under "--Voting Rights--MCI
WorldCom".

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Number and Election of Directors

 MCI WorldCom

   Under Georgia law, directors are elected at each annual shareholders
meeting, unless the articles of incorporation or a bylaw adopted by the
shareholders provide that their terms are staggered. The articles of
incorporation may authorize the election of directors by one or more classes or
series of shares. The articles of incorporation or bylaws also may allow the
shareholders or the board of directors to fix or change the number of
directors. However, under Georgia law, a decrease in the number of directors
will not shorten an incumbent director's term.

   The existing MCI WorldCom bylaws provide that the number of members of the
board of directors is fixed by the board of directors, but cannot be less than
three. Currently, the MCI WorldCom board of directors has 16 members. Neither
the existing MCI WorldCom articles of incorporation nor the existing MCI
WorldCom bylaws provide for a staggered board of directors.

   The existing MCI WorldCom bylaws provide that directors are elected by a
plurality of the votes cast by shareholders entitled to vote in the election at
a meeting at which a quorum is present. No class or series of MCI WorldCom
shares may elect any director solely by vote of such class or series.

   Under Georgia law, shareholders do not have cumulative voting rights for the
election of directors unless the articles of incorporation so provide. The
existing MCI WorldCom articles of incorporation do not provide for cumulative
voting.

 Sprint

   Under Kansas law, directors are elected at each annual meeting of
stockholders. The articles of incorporation may authorize the election of
directors by one or more classes or series of shares and the articles of
incorporation or bylaws may provide for staggered terms for directors.

   The Sprint articles of incorporation and bylaws provide that the number of
directors may be fixed by the Sprint board of directors, but cannot be less
than 10 or more than 20 members, unless increased to more than 20 to enable
holders of Sprint FT/DT stock or Sprint preferred stock to elect additional
directors, as described below. Currently, the Sprint board of directors has 12
members.

   The Sprint articles of incorporation and bylaws provide for a staggered
board of directors, consisting of three classes of directors, with respect to
the directors elected by holders of Sprint capital stock, but not with respect
to directors elected by holders of either Sprint FT/DT stock or Sprint
preferred stock voting separately by class or series. Under the Sprint articles
of incorporation and bylaws, at each annual meeting of stockholders, the
successors of the class of directors whose term expires at the meeting are
elected to hold office for a three-year term, which expires at the annual
meeting of stockholders held in the third year following the year of their
election. If the number of directors, other than directors elected by holders
of either Sprint FT/DT stock, or Sprint preferred stock voting separately by
class or series, changes, any increase or decrease is apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible.

   Holders of Sprint FT/DT stock may elect a number of directors to the Sprint
board of directors. See "Arrangements with Sprint Stockholders--France Telecom
and Deutsche Telekom--Rights of France Telecom and Deutsche Telekom Contained
in Sprint's Articles of Incorporation--Board Representation". All other Sprint
directors are elected by holders of Sprint series 1 FON common stock, Sprint
series 1 PCS common stock, Sprint series 2 PCS common stock, Sprint first
series preferred stock, Sprint second series preferred stock, Sprint fifth
series preferred stock and Sprint seventh series preferred stock, voting
together as a single class.

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   If a director elected by holders of any class or series of Sprint preferred
stock having the right, voting separately by class or series, to elect
directors, referred to as a Sprint preferred stock director, is an alien, or
after election becomes an alien, the effect of which would be that the number
of aliens then serving on the Sprint board of directors, including this Sprint
preferred stock director, would constitute more than the maximum number of
aliens permitted on the Sprint board of directors under section 310 of the
Communications Act, then the total number of directors will automatically
increase by the smallest number necessary to enable holders of Sprint FT/DT
stock, and the directors elected by holders of Sprint FT/DT stock in the case
of vacancies, to elect aliens as directors to the fullest extent that these
holders are entitled to elect directors without violating the requirements of
section 310 of the Communications Act.

   If a Sprint preferred stock director is not an independent director, or
after election ceases to be an independent director, the effect of which would
be that the independent directors then serving on the Sprint board of directors
would not constitute a majority of the Sprint board of directors, then the
total number of directors will automatically increase by the smallest number
necessary so that the number of directors then serving on the Sprint board of
directors who are not independent directors, including this Sprint preferred
stock director and any vacancies which holders of Sprint FT/DT stock have a
right to fill, constitute less than a majority of the Sprint board of
directors.

   If at any time six quarterly dividends payable on Sprint first series
preferred stock and/or Sprint second series preferred stock are in arrears, the
number of directors on the Sprint board of directors will be increased by two
and holders of all of the Sprint preferred stock, voting together as a single
class, may elect these additional directors to serve until all dividends in
arrears have been paid.

   If no dividends or less than full cumulative dividends on the Sprint fifth
series preferred stock are paid for each of four consecutive dividend periods,
or if arrearages in the payment of dividends on this stock cumulate up to an
amount equal to the full cumulative dividends on this stock for six quarterly
dividend periods, then holders of Sprint fifth series preferred stock may,
acting alone at all meetings held for the election of Sprint directors, elect
the smallest number constituting a majority of the directors then to be
elected. This ability terminates when full cumulative dividends for all past
quarterly dividend periods and the current quarterly dividend period are paid
or declared and set apart for payment.

   Under Kansas law, stockholders do not have cumulative voting rights for the
election of directors unless the articles of incorporation so provide. The
Sprint articles of incorporation do not provide for cumulative voting rights
for the election of directors.

 WorldCom

   The number and election of WorldCom directors will be governed by the
provisions described above under "--Number and Election of Directors--MCI
WorldCom", except for two differences. First, the WorldCom board of directors
will initially consist of 10 directors designated by MCI WorldCom and 6
directors designated by Sprint. See "The Merger--Interests of Sprint Directors
and Executive Officers in the Merger--Board of Directors". Second, in certain
circumstances, holders of WorldCom series 5 preferred stock will have the right
to elect a majority of the directors then to be elected. See "Description of
MCI WorldCom Capital Stock--Preferred Stock--Amended WorldCom Articles of
Incorporation--WorldCom Series 5 Preferred Stock".

Vacancies on the Board of Directors

 MCI WorldCom

   Under Georgia law, either shareholders or directors may fill any vacancies
on the board of directors, unless the articles of incorporation or bylaws
approved by the shareholders specifically regulate the filling of any such
vacancies. However, if the vacant directorship was held by a director elected
by a voting group, only holders of shares of that voting group or the remaining
directors elected by that voting group are entitled to vote to fill

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such vacancy. A director elected to fill a vacancy is elected for the unexpired
term of his or her predecessor in office. However, the term of a director
elected by the board to fill a vacancy created by an increase in the number of
directors only continues until the next election of directors by shareholders
and until his or her successor is elected and qualified.

   The existing MCI WorldCom bylaws provide that any vacancy on the MCI
WorldCom board of directors caused by an increase in the number of directors by
action of the shareholders will be filled by the shareholders in the same
manner as at an annual meeting. Any vacancy created by an increase in the
number of directors by action of the board of directors or by the removal or
resignation of a director will be filled by the affirmative vote of a majority
of the remaining directors, except that a class of shareholders may fill a
vacancy created by the removal or resignation of a director elected by that
class. Currently, no directors are elected by a separate class or series of
shares of MCI WorldCom capital stock.

 Sprint

   Under Kansas law, unless the articles of incorporation or bylaws provide
otherwise, vacancies on the board of directors may be filled by a majority of
the directors then in office. However, if the vacant directorship was held by a
director elected by a voting group, then such vacancy may be filled by a
majority of the remaining directors elected by that voting group. If at the
time of filling any vacancy, the directors then in office constitute less than
a majority of the whole board, as constituted immediately before the creation
of the vacancies, the district court, upon application of any stockholder or
stockholders holding at least 10% of the total number of shares outstanding
entitled to vote for such directors, may order an election to be held to fill
any such vacancies by the stockholders.

   The Sprint articles of incorporation provide that any vacancy on the Sprint
board of directors may be filled by the affirmative vote of a majority of the
directors elected by the same class or classes of stockholders that would be
entitled to elect a director to fill such vacancy if the annual meeting of
stockholders were held on the date on which the vacancy occurred. So long as
any Sprint FT/DT stock is outstanding, a vacancy that would be filled by
holders of Sprint capital stock, other than holders of Sprint FT/DT stock, may
not be filled with a person who, upon his or her election, would not be an
independent director or would be an alien, as the case may be, if the effect of
such election would be that less than a majority of the Sprint board of
directors following such election would be independent directors, or that the
number of aliens who would then be serving on the Sprint board of directors
would constitute more than the maximum number of aliens permitted on the Sprint
board of directors under section 310 of the Communications Act.

   Any additional director of any class elected to fill a vacancy resulting
from an increase in the number of directors of such class will hold office for
a term that will coincide with the remaining term of the directors of that
class and until his or her successor has been elected and qualified. A decrease
in the number of directors will not shorten the term of any incumbent director,
except that if (1) terms of the directors elected by holders of Sprint FT/DT
stock terminate because all outstanding shares of Sprint FT/DT stock convert
into Sprint series 1 FON common stock and Sprint series 1 PCS common stock, as
applicable, or (2) the number of directors that holders of Sprint FT/DT stock
may elect decreases in accordance with the terms of the Sprint articles of
incorporation, then in either case the terms of the incumbent directors elected
by holders of FT/DT stock will cease immediately. A director elected to fill a
vacancy not resulting from an increase in the number of directors will serve
for the remainder of the full term of such director's predecessor and until his
or her successor has been elected and qualified.

 WorldCom

   The provisions described above under "--Vacancies on the Board of
Directors--MCI WorldCom" will apply to filling vacancies on the WorldCom board
of directors.

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Removal of Directors

 MCI WorldCom

   Georgia law provides that one or more directors may be removed with or
without cause by a majority of the votes entitled to be cast, unless:

  . the articles of incorporation or a bylaw adopted by the shareholders
    provides that directors may be removed only for cause

  . the directors have staggered terms, in which case directors may be
    removed only for cause, unless the articles of incorporation or a bylaw
    adopted by the shareholders provides otherwise or

  . a director is elected by a particular voting group of shareholders, in
    which case that director may be removed only by the requisite vote of
    that voting group.

   In addition, if cumulative voting is authorized, a director may not be
removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. The existing MCI WorldCom articles
of incorporation do not authorize cumulative voting.

   Georgia law also provides that a director may be removed by shareholders
only at a meeting called for the purpose of removing the director, and the
meeting notice must state that the purpose of the meeting is the removal of the
director.

   The existing MCI WorldCom bylaws provide that any or all directors may be
removed with or without cause. Because directors' terms are not staggered and
no particular voting group of shareholders has the authority to elect a
director, any or all MCI WorldCom directors may be removed with or without
cause by a majority vote of shares of MCI WorldCom capital stock.

 Sprint

   Kansas law provides that both the entire board of directors and an
individual director may be removed with or without cause by holders of a
majority of the shares then entitled to vote at an election, unless:

  . the board of directors is staggered, in which case the directors may only
    be removed for cause, unless otherwise provided in the articles of
    incorporation

  . the corporation has cumulative voting, in which case no director may be
    removed without cause if the votes cast against his or her removal would
    be sufficient to elect the director if cumulatively voted at an election
    of the class of directors of which the director is a part, although the
    Sprint articles of incorporation do not authorize cumulative voting, or

  . if holders of any class or series are entitled to elect one or more
    directors, in which case only holders of the outstanding shares of that
    class or series may vote on the removal of those directors for cause.

   The Sprint articles of incorporation generally provide that a director,
other than a director elected by holders of Sprint FT/DT stock or Sprint
preferred stock having the right, voting separately by class or series, to
elect directors, may be removed only for cause by a majority of the votes
represented by shares of the class or classes of stockholders that were
entitled to elect the director. A director elected by holders of Sprint FT/DT
stock may be removed:

  .  with or without cause by a majority of the votes represented by shares
     of Sprint FT/DT stock or

  .  with cause by the affirmative vote of holders of two-thirds of the votes
     represented by shares of Sprint capital stock entitled to general voting
     power, voting together as a single class.

   If a director, other than a director elected by holders of Sprint FT/DT
stock, who was not, at the time of his election to the Sprint board of
directors, an alien and who subsequently becomes an alien, the effect of which
would be that the number of aliens then serving on the Sprint board of
directors, including this director,

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<PAGE>

would constitute more than the maximum number of aliens permitted on the Sprint
board of directors under section 310 of the Communications Act, then this
director must automatically be removed from the Sprint board of directors upon
his or her change in status.

   So long as any Sprint FT/DT stock is outstanding, if an independent director
elected by holders of Sprint capital stock, other than a director elected by
holders of Sprint FT/DT stock or Sprint preferred stock having the right,
voting separately by class or series, to elect directors, subsequently ceases
to be an independent director, the effect of which would be that the
independent directors then serving on the Sprint board of directors would not
constitute a majority of the Sprint board of directors, then this director will
automatically be removed from the Sprint board of directors upon his or her
change in status.

 WorldCom

   The provisions described above under "--Removal of Directors--MCI WorldCom"
will apply to the removal of directors from the WorldCom board of directors.

Amendments to Articles of Incorporation

 MCI WorldCom

   Under Georgia law, the MCI WorldCom board of directors may only make
relatively technical amendments to the existing MCI WorldCom articles of
incorporation without shareholder approval, except that the MCI WorldCom board
of directors may amend the MCI WorldCom articles of incorporation to create and
establish the rights and preferences of additional classes or series of stock
because this is permitted by the MCI WorldCom articles of incorporation.
Otherwise, the affirmative vote of a majority of the votes entitled to be cast
on an amendment by each voting group entitled to vote on the amendment is
required to amend the articles of incorporation, unless a higher vote is
required by Georgia law, the articles of incorporation or the board of
directors. Unless a shareholder vote on the amendment is not required under
Georgia law, holders of the outstanding shares of a class are entitled to vote
as a separate class on a proposed amendment that would:

  .  increase or decrease the aggregate number of authorized shares of such
     class

  .  effect an exchange or reclassification of all or part of the shares of
     the class into shares of another class, or an exchange or
     reclassification of all or part of the shares of another class into
     shares of the class

  .  change the designation, rights, preferences or limitations of all or
     part of the shares of the class

  .  alter or change the powers, preferences or special rights of the shares
     of the class so as to affect them adversely or

  .  cancel, redeem, or repurchase all or part of the shares of the class.

   If any proposed amendment requiring shareholder approval would affect any
series of a class of shares in one or more of the ways set forth above, but
would not effect the entire class, then only the shares of the series so
affected by the amendment shall be entitled to vote as a separate voting group
on the amendment.

   Neither the existing MCI WorldCom articles of incorporation provides for nor
has the MCI WorldCom board of directors authorized a super-majority percentage
of any voting group for the amendment of the existing MCI WorldCom articles of
incorporation.

 Sprint

   Under Kansas law, an amendment to the articles of incorporation of a
corporation requires the approval and recommendation of the board of directors,
the approval of holders of a majority of the outstanding stock entitled to vote
upon the proposed amendment and a majority of the outstanding stock of each
class entitled to vote upon the proposed amendment as a class. Holders of the
outstanding shares of a class are entitled to vote as a separate class on a
proposed amendment that would:

  .  increase or decrease the aggregate number of authorized shares of such
     class

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<PAGE>

  .  increase or decrease the par value of the shares of such class or

  .  alter or change the powers, preferences or special rights of the shares
     of such class, so as to affect them adversely.

   If any proposed amendment would alter or change the powers, preferences or
special rights of one or more series of any class so as to affect them
adversely, but would not so affect the entire class, then only the shares of
the series so affected by the amendment are considered a separate class.

   The Sprint articles of incorporation may be amended in accordance with
Kansas law, except that provisions of the Sprint articles of incorporation
regarding holders of Sprint FT/DT stock may be amended in any manner that would
not adversely alter or change the powers, preferences or rights of holders of
shares of Sprint capital stock (other than Sprint FT/DT stock) by the Sprint
board of directors with the affirmative vote of holders of at least two-thirds
of the votes represented by the outstanding shares of Sprint FT/DT stock,
voting as a single class, and without the affirmative vote of holders of shares
of the other classes and series of Sprint capital stock. In addition,
provisions of the Sprint bylaws that affect holders of Sprint FT/DT stock may
not be affected by the adoption of any provisions to the Sprint articles of
incorporation without the affirmative vote of holders of record of a majority
of the votes represented by the shares of Sprint FT/DT stock then outstanding.

 WorldCom

   The provisions described above under "--Amendments to Articles of
Incorporation--MCI WorldCom" will apply to amendments to the WorldCom articles
of incorporation.

Amendments to Bylaws

 MCI WorldCom

   Georgia law provides that, unless a corporation's articles of incorporation,
applicable law or a particular bylaw approved by shareholders provides
otherwise, either the directors or shareholders may amend the bylaws. The
existing MCI WorldCom bylaws allow the directors or shareholders to amend or
repeal the bylaws, and neither the articles of incorporation nor the bylaws
restrict the authority of either the shareholders or the directors to amend or
repeal the bylaws, except that shareholders may not adopt bylaw amendments that
restrict the power of the board of directors to manage the corporation.

 Sprint

   Under Kansas law, unless otherwise provided in the articles of
incorporation, the power to adopt, amend or repeal the bylaws is vested in the
board of directors. However, this power is subject to the right of the
stockholders to adopt, amend and repeal the bylaws.

   The Sprint articles of incorporation and bylaws permit the Sprint board of
directors to adopt, amend or repeal the bylaws, except that:

  . provisions of the Sprint bylaws that affect holders of Sprint FT/DT class
    A stock may not be amended or otherwise affected, including by the
    adoption of any amendments to the Sprint articles of incorporation,
    without the affirmative vote of holders of record of a majority of the
    votes represented by the shares of Sprint FT/DT class A stock then
    outstanding and

  . before November 23, 2002, the section of the Sprint bylaws that addresses
    the capital stock committee of the Sprint board of directors may not be
    amended or otherwise affected, including by the adoption of any
    provisions to the Sprint articles of incorporation, without the
    affirmative vote of holders of record of (1) a majority of the votes
    represented by the shares of Sprint PCS common stock (and any shares of
    Sprint FT/DT class A stock to the extent they represent an equity
    interest in the Sprint PCS group) then outstanding, voting together as a
    single class, and (2) a majority of the votes represented by the shares
    of Sprint capital stock, voting together as a single class.

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<PAGE>

 WorldCom

   The provisions described above under "--Amendments to Bylaws--MCI WorldCom"
will apply to amendments to the WorldCom bylaws, except that the WorldCom
articles of incorporation and bylaws will include provisions regarding amending
the WorldCom bylaws in a manner affecting the WorldCom capital stock committee
that are virtually identical to those relating to the Sprint capital stock
committee that are described above under "--Amendments to Bylaws--Sprint".

Action by Written Consent

 MCI WorldCom

   Georgia law provides that any action required or permitted to be taken at a
shareholders' meeting may be taken without a meeting if the action is taken by
all the shareholders entitled to vote on the action, or, if so provided in the
articles of incorporation, by persons who would be entitled to vote at a
meeting shares having the voting power to cast not less than the minimum number
of votes that would be necessary to authorize the action at a meeting at which
all shareholders entitled to vote were present and voted. The action must be
evidenced by one or more written consents describing the action taken, signed
by shareholders entitled to take action without a meeting.

   The existing MCI WorldCom articles of incorporation do not provide for the
consent of a lesser number of shares with respect to an action by written
consent. Therefore, action without a shareholders' meeting requires the written
consent of all of MCI WorldCom shareholders entitled to vote on the action.

 Sprint

   Kansas law provides that, unless otherwise provided in the articles of
incorporation, any action that could be taken by the stockholders at a meeting
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action taken, is signed by all holders of
outstanding stock entitled to vote on the action. The Sprint articles of
incorporation do not provide otherwise.

 WorldCom

   The provisions regarding the rights of holders of WorldCom capital stock to
act by written consent will be identical to those rights of holders of MCI
WorldCom capital stock that are described above under "--Action by Written
Consent--MCI WorldCom".

Notice of Shareholder Action

 MCI WorldCom

   Under MCI WorldCom's bylaws, in order for a shareholder to nominate a
candidate for director, timely notice of the nomination must be given to and
received by MCI WorldCom in advance of the meeting. Ordinarily, such notice
must be given and received not less than 120 nor more than 150 days before the
first anniversary of the preceding year's annual meeting. However, if the date
of the annual meeting is advanced by more than 30 days or delayed by more than
60 days from that anniversary date, then such notice must be given by the
shareholder and received by MCI WorldCom not earlier than 150 days before the
annual meeting and not later than the close of business on the later of the
120th day before the annual meeting or the 10th day following the day on which
public announcement of the meeting is first made. In some cases, notice may be
delivered and received later if the number of directors to be elected to the
MCI WorldCom board of directors is increased. The shareholder submitting the
notice of nomination must describe various matters as specified in the bylaws,
including the name, age and address of each proposed nominee, his or her
occupation, and the class and number of shares held by the nominee.

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   In the case of special meetings of shareholders, only such business will be
conducted, and only such proposals will be acted upon, as are brought pursuant
to MCI WorldCom's notice of meeting. Nominations for persons for election to
the board of directors at a special meeting for which the election of directors
is a stated purpose in the notice of meeting may be made by any shareholder who
complies with the notice and other requirements of the bylaws. If MCI WorldCom
calls a special meeting of shareholders to elect one or more directors, any
shareholder may nominate a candidate, if notice from the shareholder is given
and received not earlier than 150 days before the special meeting and not later
than the close of business on the later of the 120th day before the special
meeting or the 10th day following the day on which public announcement of the
meeting and/or of the nominees proposed by MCI WorldCom is first made. The
notice from the shareholder must also include the same information described
above.

   In order for a shareholder to bring other business before an annual meeting,
timely notice must be given to and received by MCI WorldCom within the time
limits described above. The shareholder's notice must include a description of
the proposed business, which must be a proper subject for action by the
shareholders, the reasons for conducting such business and other matters
specified in the bylaws.

   Proposals of other business may be considered at a special meeting requested
in accordance with the bylaws only if the requesting shareholder gives and MCI
WorldCom receives a notice containing the same information as required for an
annual meeting at the time the meeting is requested.

 Sprint

   The Sprint bylaws require that for nominations for the election of
directors, a stockholder must give advance written notice of his or her nominee
to Sprint's secretary not less than 50 days nor more than 75 days prior to the
stockholders' meeting. If less than 65 days' notice of the stockholders'
meeting is given, the stockholder's notice must be received no later than the
close of business on the 15th day following the day on which notice of the
stockholders' meeting was mailed or made public.

   In addition, for business to be properly brought before a stockholders'
meeting, other than a separate meeting of holders of Sprint FT/DT stock, a
stockholder must give advance written notice of his or her proposed business to
Sprint's secretary not less than 50 days nor more than 75 days prior to the
stockholders' meeting. If less than 65 days' notice of the stockholders'
meeting is given, the stockholder's notice must be received no later than the
close of business on the 15th day following the day on which notice of the
stockholders' meeting was mailed or made public.

 WorldCom

   The provisions described above under "--Notice of Shareholder Action--MCI
WorldCom" will govern the rights of holders of WorldCom capital stock regarding
notice of shareholder action.

Special Meetings of Shareholders

 MCI WorldCom

   Georgia law allows the board of directors or any person authorized in the
corporation's articles of incorporation or bylaws to call special meetings of
shareholders. Generally, a special meeting may also be called by holders of at
least 25% of all votes entitled to be cast on any issue proposed to be
considered at the special meeting, or any other percentage as may be provided
in the corporation's articles of incorporation or bylaws.

   The MCI WorldCom bylaws provide that a special meeting may be called by the
MCI WorldCom board of directors or the President of MCI WorldCom, and shall be
called by the President of MCI WorldCom at the request of holders of not less
than 40% of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. Shareholders requesting a special
meeting must describe the purpose or purposes for which the meeting is to be
held, which must be a proper subject for action by the shareholders, and
provide the same information as would be required for such a proposal at an
annual meeting.

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 Sprint

   Under Kansas law, a special meeting of stockholders may be called by the
board of directors or by other persons authorized to do so by the articles of
incorporation or the bylaws. The Sprint bylaws provide that a special meeting
of holders of any one or more classes of Sprint capital stock may be called at
any time by the chairman, the president or the board of directors, and will be
called by the chairman, the president or the secretary upon the written request
of holders of a majority of the outstanding shares of stock of such class or
classes entitled to vote. Pursuant to Sprint's bylaws, notice of the time,
place and purpose of special meetings must be mailed to each stockholder at
least 20 days before the date of the special meeting.

 WorldCom

   The provisions described above under "--Special Meetings of Shareholders--
MCI WorldCom" will govern the rights of holders of WorldCom capital stock
regarding special meetings.

Limitation of Personal Liability of Directors

 MCI WorldCom

   Georgia law provides that a corporation's articles of incorporation may
include a provision eliminating or limiting the personal liability of a
director to the corporation or its shareholders for monetary damages for any
action taken, or any failure to take action, as a director. But no provision in
the articles of incorporation can eliminate or limit the monetary liability of
a director for:

  .  misappropriation of corporate business opportunities

  .  acts or omissions which involve intentional misconduct or a knowing
     violation of law

  .  unlawful distributions or

  .  any transaction in which the director receives an improper personal
     benefit.

   The existing MCI WorldCom articles of incorporation limit the personal
liability of directors for monetary damages to the fullest extent permissible
under Georgia law.

 Sprint

   Kansas law provides that the articles of incorporation may limit or
eliminate the personal liability of directors for monetary damages for breach
of a fiduciary duty as a director, except for:

  .  breaches of the director's duty of loyalty to the corporation or its
     stockholders

  .  acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law

  .  unlawful dividends, stock purchases or redemptions or

  .  any transaction from which the director derived an improper personal
     benefit.

   The Sprint articles of incorporation limit the personal liability of
directors for monetary damages to the fullest extent permissible under Kansas
law.

 WorldCom

   The provisions described above under "--Limitation of Personal Liability of
Directors--MCI WorldCom" will apply to the provisions in the amended WorldCom
articles of incorporation regarding limitation of the personal liability of
WorldCom's directors.

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Indemnification of Directors and Officers

 MCI WorldCom

   Georgia law provides that a Georgia corporation may indemnify an individual
who is a party to a proceeding because he or she is or was a director against
liability incurred in the proceeding if that individual acted in good faith and
the individual reasonably believed:

  .  in the case of conduct in his or her official capacity, that such
     conduct was in the best interests of the corporation

  .  in all other cases, that such conduct was at least not opposed to the
     best interests of the corporation and

  .  in the case of any criminal proceeding, that there was no reasonable
     cause to believe his or her conduct was unlawful.

   A corporation may not indemnify a director under Georgia law:

  .  in connection with a proceeding by or in the right of the corporation,
     except for reasonable expenses incurred in connection with the
     proceeding if it is determined that the director has met the standard of
     conduct above or

  .  in connection with any other proceeding with respect to conduct for
     which the director was adjudged liable on the basis that he or she
     received an improper personal benefit.

   Before a corporation may indemnify a director under Georgia law, a
determination must be made that the director has met the relevant standard of
conduct described above. This determination must be made:

  .  by the board of directors by the majority vote of a quorum of
     disinterested directors

  .  by the majority vote of a committee consisting of two or more
     disinterested directors appointed by such a vote

  .  by special legal counsel that is selected by a vote of the disinterested
     directors or a committee thereof in the manner set forth above, or if
     there are fewer than two disinterested directors, by special legal
     counsel that is selected by the entire board of directors or

  .  by the shareholders, but shares owned by or voted under the control of a
     director who is not a disinterested director may not vote on the
     determination.

   Under Georgia law, a disinterested director is a director who is not a party
to the proceeding with respect to which indemnification is sought and does not
have a relationship with the director seeking indemnification which
relationship would reasonably be expected to exert influence on the director's
judgment with respect to the determination being made.

   In addition, a corporation is authorized under Georgia law to indemnify a
director made a party to a proceeding without regard to the limitations above
if such indemnification has been authorized by the articles of incorporation or
a bylaw, contract or resolution approved by a majority of the shareholders
entitled to vote. Shares owned or voted under the control of a director who at
the time does not qualify as a disinterested director that would be covered by
the authorization may not be voted on the authorization. But the corporation
may not authorize indemnification for a director adjudged liable of any of the
acts or omissions described above under "--Limitation of Personal Liability of
Directors--MCI WorldCom".

   Georgia law also provides that, to the extent that a director has been
wholly successful on the merits or otherwise in defense of any proceeding, the
corporation shall indemnify the director against reasonable expenses incurred
in connection with any such proceeding. A corporation may also advance funds to
pay for reasonable expenses incurred by a director in defending a proceeding
before the final disposition of the proceeding if the director affirms in
writing his or her good faith belief that he or she has met the standard of
conduct for indemnification and the director undertakes in writing to repay any
funds advanced if it is ultimately determined that the director is not entitled
to indemnification.

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<PAGE>

   Georgia law also provides that a corporation has authority to indemnify
officers to the same extent as directors. One distinction for officer
indemnification, however, is that Georgia law does not require shareholder
approval for indemnification of officers without regard to the limitations
specified previously for directors, subject in all cases to public policy
exceptions described above under "--Limitation of Personal Liability of
Directors--MCI WorldCom". A person who is both an officer and a director is
treated, for indemnification purposes, as a director.

   The existing MCI WorldCom articles of incorporation and bylaws authorize
indemnification to the fullest extent permitted by Georgia law, including the
additional shareholder approved indemnification provisions described above.

 Sprint

   Under Kansas law, a corporation may indemnify a director or officer who is
or was a party, or is threatened to be made a party, to any suit or proceeding
because the person is or was a director or officer of the corporation against
liability incurred in connection with the proceeding if such person acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal proceeding,
had no reasonable cause to believe the conduct was unlawful.

   A corporation may not indemnify a director or officer in connection with any
proceeding in which the director or officer has been adjudged to be liable to
the corporation unless and only to the extent that the court in which the
proceeding was brought determines that, in view of all the circumstances of the
case, the director or officer is fairly and reasonably entitled to indemnity
for such expenses which the court deems proper.

   Kansas law provides that any indemnification of a director or officer,
unless ordered by a court, is subject to a determination that the director or
officer has met the applicable standard of conduct. The determination will be
made:

  .  by the majority vote of the directors who are not parties to such
     proceeding, even though less than a quorum

  .  if there are no such directors, or if such directors so direct, by
     independent legal counsel in a written opinion or

  .  by the stockholders.

   Kansas law also provides that to the extent that a present or former
director or officer of a corporation has been successful on the merits or
otherwise in defense of the proceeding, the director or officer must be
indemnified against expenses actually and reasonably incurred in connection
with any claim. A corporation may also advance payment for expenses incurred by
a director or officer defending a proceeding before the final disposition of
the proceeding if the director or officer undertakes to repay the amount if it
is ultimately determined that the director or officer is not entitled to
indemnification.

   The Sprint bylaws provide that (1) Sprint will indemnify its directors and
officers to the fullest extent allowed by law and (2) the indemnification and
rights granted under the bylaws shall not be deemed exclusive of any other
indemnification, rights or limitations of liability under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, and that they
shall continue although such person has ceased to be a director or officer of
Sprint.

 WorldCom

   The provisions described above under "--Indemnification of Directors and
Officers--MCI WorldCom" will govern the indemnification of WorldCom's directors
and officers.

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Dividends

 MCI WorldCom

   Georgia law provides that the board of directors may authorize and the
corporation may make any distributions to its shareholders subject to
restrictions in the articles of incorporation; provided that no distribution
may be made if, after giving it effect:

  . the corporation would not be able to pay its debts as they become due or

  . the corporation's total assets would be less than the sum of its total
    liabilities plus the amount that would be needed to satisfy the
    preferential rights upon dissolution of the shareholders whose
    preferential rights are superior to those receiving the distribution.

   The right of the MCI WorldCom board of directors to declare dividends on its
common stock is subject to the rights of holders of MCI WorldCom preferred
stock and the availability of sufficient funds under Georgia law to make
distributions to its shareholders.

 Sprint

   Kansas law provides that the board of directors may authorize and pay
dividends so long as such dividends come out of the corporation's surplus or,
in the case where there is no surplus, from the corporation's net profits from
the current or preceding fiscal year. Dividends may not be paid out of net
profits if, after the payment of the dividend, the corporation's capital would
be less than the capital represented by the issued and outstanding stock of all
classes having a preference upon the distribution of assets.

   The Sprint articles of incorporation provide that dividends may be declared
and paid on Sprint FON common stock, Sprint PCS common stock and Sprint FT/DT
class A stock out of the funds of Sprint legally available for this purpose.
However, the Sprint tracking stock policies affect Sprint's ability to declare
dividends, and the Sprint articles of incorporation also limit Sprint's ability
to make share distributions.

 WorldCom

   The rights of holders of WorldCom capital stock regarding dividends will be
governed by Georgia law, as described above under "--Dividends--MCI WorldCom",
and as described in detail above under "Description of MCI WorldCom Capital
Stock--Common Stock--Amended WorldCom Articles of Incorporation--Dividend
Rights and Restrictions" and "--Preferred Stock".

Appraisal Rights

 MCI WorldCom

   Georgia law provides that a shareholder is entitled to dissent from, and
obtain payment of the fair value of his or her shares in the event of, any of
the following corporate actions:

  . a plan of merger, if (1) approval of the merger by shareholders is
    required and the shareholder is entitled to vote on the merger or (2) the
    corporation is a subsidiary that is merged with its parent that owns at
    least 90% of the outstanding shares of the subsidiary

  . a share exchange, if the shareholder is entitled to vote on the exchange

  . a sale or exchange of all or substantially all of the assets of a
    corporation if a shareholder vote is required, except for a sale pursuant
    to a court order or a sale for cash in which all the proceeds will be
    distributed to the shareholders within one year after the sale

  . an amendment of the articles of incorporation that materially and
    adversely affects the rights of a dissenter's shares or

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  . any other action taken pursuant to a shareholder vote to the extent that
    Georgia law, the articles of incorporation, bylaws or a resolution of the
    board of directors provides that shareholders are entitled to dissent and
    obtain payment for their shares.

   In no event, however, will a shareholder be entitled to dissenters' rights
under Georgia law for shares of any class or series which are listed on a
national securities exchange or held of record by more than 2,000 shareholders,
unless:

  . in the case of a merger or share exchange, shareholders are required to
    accept for their shares anything except shares of the surviving
    corporation or another publicly held corporation which at the effective
    date of the merger or share exchange are either listed on a national
    securities exchange or held of record by more than 2,000 shareholders,
    except for cash payments in lieu of fractional shares or

  . the articles of incorporation or a resolution of the board of directors
    approving the transaction provides otherwise.

 Sprint

   Kansas law provides that a stockholder of a Kansas corporation is generally
entitled to demand an appraisal and to obtain payment of the fair value of his
or her shares in the event of certain mergers, except that, unless the articles
of incorporation otherwise provide, this right to demand an appraisal does not
apply to holders of shares of any class or series of stock which are either:

  . listed on a national securities exchange or designated as a national
    market system security on an interdealer quotation system by the National
    Association of Securities Dealers, Inc. or

  . held of record by not less than 2,000 holders.

In addition, appraisal rights shall not apply to any of the shares of stock of
the corporation surviving a merger if the merger did not require approval of
the stockholders of that corporation.

   Appraisal rights are available for holders of shares of any class or series
of stock of a Kansas corporation if holders are required by the terms of the
merger or consolidation agreement to accept in exchange for their stock
anything except:

  . stock or stock and cash in lieu of fractional shares of the corporation
    surviving or resulting from the merger or consolidation

  . stock or stock and cash in lieu of fractional shares of any other
    corporation which, at the effective time of the merger or consolidation,
    will be listed on a national securities exchange or held of record by at
    least 2,000 holders or

  . a combination of the above.

 WorldCom

   The dissenters' rights of WorldCom shareholders will be governed by Georgia
law, as described above under "--Appraisal Rights--MCI WorldCom".

Preemptive Rights

 MCI WorldCom

   Georgia law does not provide for preemptive rights to shareholders to
acquire a corporation's unissued stock except with respect to corporations
meeting extremely narrow criteria. However, preemptive rights may be expressly
granted to the shareholders in a corporation's articles of incorporation. MCI
WorldCom does not meet the narrow criteria for which its shareholders are
statutorily provided preemptive rights. The existing MCI WorldCom articles of
incorporation do not provide for preemptive rights, although they do not
prohibit MCI WorldCom from granting, contractually or otherwise, the right to
purchase additional securities of MCI WorldCom.

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 Sprint

   Kansas law does not provide for preemptive rights to acquire a corporation's
unissued stock, but preemptive rights may be provided to stockholders in a
corporation's articles of incorporation. While the Sprint articles of
incorporation do not provide for preemptive rights, they also do not prohibit
Sprint from granting, contractually or otherwise, the right to purchase
additional securities of Sprint. As previously discussed, Sprint has granted
contractual equity purchase rights to France Telecom, Deutsche Telekom and the
cable holders. See "Arrangements with Sprint Stockholders--France Telecom and
Deutsche Telekom--Equity Purchase Rights" and "--The Cable Holders--Equity
Purchase Rights".

 WorldCom

   The provisions described above under "--Preemptive Rights--MCI WorldCom"
will apply to WorldCom and the amended WorldCom articles of incorporation, and
the equity purchase rights granted to the cable holders described above under
"--Preemptive Rights--Sprint" will be assumed by WorldCom upon completion of
the merger.

Special Redemption Provisions

 MCI WorldCom

   The existing MCI WorldCom articles of incorporation contain provisions
allowing MCI WorldCom to redeem shares of its capital stock from some foreign
shareholders in order to enable it to continue to hold common carrier radio
licenses. These provisions are intended to cause MCI WorldCom to remain in
compliance with the Communications Act, and related regulations.

   Under these provisions, if the percentage of capital stock owned by foreign
shareholders exceeds 20%, or such other percentage as may be specified by the
Communications Act and related regulations, MCI WorldCom has the right to
redeem the excess shares held by them at a specified amount based on then
recent trading prices. After MCI WorldCom determines that any excess shares
exist, those excess shares will not be considered outstanding for purposes of
determining the vote required on any matter submitted to shareholders of MCI
WorldCom. Similarly, those excess shares will not have the right to receive any
dividends or other distributions, including distributions in liquidation. The
redemption price may be paid in cash, securities or a combination of both. MCI
WorldCom may require confirmation of citizenship from any record or beneficial
holders of shares, or any transferee, as a condition to registration or
transfer of those shares.

 Sprint

   The Sprint articles of incorporation permit the redemption of shares of
Sprint series 1 FON common stock, Sprint series 2 FON common stock, Sprint
series 1 PCS common stock, Sprint series 2 PCS common stock and, in some cases,
Sprint FT/DT stock, held by aliens, as such term is defined in the
Communications Act, if necessary to comply with the foreign ownership
limitations set forth in section 310 of the Communications Act. The provisions
permit Sprint series 1 FON common stock, Sprint series 2 FON common stock,
Sprint series 1 PCS common stock, Sprint series 2 PCS common stock and, in some
cases, Sprint FT/DT stock to be redeemed at a price equal to the fair market
value of the shares, except that the redemption price in respect of shares
purchased by any alien within one year of the redemption date would not, unless
otherwise determined by the Sprint board of directors, exceed the purchase
price paid for those shares by the alien.

 WorldCom

   For a description of the special redemption provisions relating to WorldCom
capital stock after the merger, see "Description of MCI WorldCom Capital
Stock--Common Stock--Amended WorldCom Articles of Incorporation--Redemption of
Common Stock".

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Rights Plans

 MCI WorldCom

   MCI WorldCom has adopted a shareholder rights plan pursuant to a rights
agreement with The Bank of New York as rights agent. The following description
of the rights agreement is subject in its entirety to the terms and conditions
of the existing MCI WorldCom rights agreement. You should read the existing MCI
WorldCom rights agreement carefully. See "Where You Can Find More Information"
beginning on page 205.

   Exercisability of Rights. Under the rights agreement, one right, which we
refer to as an MCI WorldCom right, attaches to each share of MCI WorldCom
common stock outstanding and, when exercisable, entitles the registered holder
to purchase from MCI WorldCom two-thirds of one one-thousandth of a share of
MCI WorldCom series 3 preferred stock at an initial purchase price of $160,
subject to the customary antidilution adjustments. For a description of the
terms of the MCI WorldCom series 3 preferred stock, see "--Series 3 Preferred
Stock".

   The MCI WorldCom rights will not become exercisable until the earlier of:

  . 10 business days following a public announcement that a person or group
    has become the beneficial owner of securities representing 15% or more of
    the voting power of MCI WorldCom voting stock

  . 10 business days after MCI WorldCom first determines that a person or
    group has become the beneficial owner of securities representing 15% or
    more of the voting power of MCI WorldCom voting stock or

  . 10 business days following the commencement of, or the announcement of an
    intention to commence, a tender offer or exchange offer that would result
    in a person or group becoming the beneficial owner of securities
    representing 15% or more of the voting power of MCI WorldCom voting stock
    (or such later date as the MCI WorldCom board of directors may determine,
    but in no event later than the date that any person or group actually
    becomes such an owner).

   Additionally, at any time a person or a group has become the beneficial
owner of securities representing 15% or more of the voting power of MCI
WorldCom voting stock and MCI WorldCom has registered the securities subject to
the MCI WorldCom rights under the Securities Act, the flip-in or flip-over
features of the MCI WorldCom rights or, at the discretion of the MCI WorldCom
board of directors, the exchange features of the MCI WorldCom rights, may be
exercised by any holder, except for such person or group. A summary description
of each of these features follows:

   "Flip In" Feature. In the event a person or group becomes the beneficial
owner of securities representing 15% or more of the voting power of MCI
WorldCom voting stock, each holder of an MCI WorldCom right, except for such
person or group, will have the right to acquire, upon exercise of the MCI
WorldCom right, instead of two-thirds of one one-thousandth of a share of MCI
WorldCom series 3 preferred stock, shares of MCI WorldCom common stock having a
value equal to twice the exercise price of the MCI WorldCom right. For example,
if we assume that the initial purchase price of $160 is in effect on the date
that the flip-in feature of the MCI WorldCom right is exercised, any holder of
an MCI WorldCom right, except for the person or group that has become the
beneficial owner of securities representing 15% or more of the voting power of
MCI WorldCom voting stock, can exercise his or her MCI WorldCom right by paying
MCI WorldCom $160 in order to receive from MCI WorldCom shares of common stock
having a value equal to $320.

   "Exchange" Feature. At any time after a person or group becomes the
beneficial owner of securities representing 15% or more, but less than 50%, of
the voting power of the MCI WorldCom voting stock, the MCI WorldCom board of
directors may, at its option, exchange all or some of the MCI WorldCom rights,
except for those held by such person or group, for MCI WorldCom common stock at
an exchange ratio of one share of common stock per MCI WorldCom right, subject
to adjustment, and cash instead of fractional shares, if any. Use of this
exchange feature means that eligible MCI WorldCom rights holders would not have
to pay a purchase price before receiving shares of MCI WorldCom common stock.

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   "Flip Over" Feature. In the event MCI WorldCom is acquired in a merger or
other business combination transaction or 50% or more of the assets or earning
power of MCI WorldCom and its subsidiaries, taken as a whole, are sold, each
holder of an MCI WorldCom right, except for a person or group that is the
beneficial owner of securities representing 15% or more of the voting power of
the MCI WorldCom voting stock, will have the right to receive, upon exercise of
the MCI WorldCom right, the number of shares of the acquiring company's capital
stock with the greatest voting power having a value equal to twice the exercise
price of the MCI WorldCom right.

   Redemption of Rights. At any time before the earlier to occur of:

  . public disclosure that a person or group has become the beneficial owner
    of securities representing 15% or more of the voting power of the MCI
    WorldCom voting stock or

  . MCI WorldCom's determination that a person or group has become the
    beneficial owner of securities representing 15% or more of the voting
    power of the MCI WorldCom voting stock,

MCI WorldCom's board of directors may redeem all of the MCI WorldCom rights at
a redemption price of $0.01 per right, subject to adjustment. The right to
exercise the MCI WorldCom rights, as described under "--Rights Plan--
Exercisability of Rights", will terminate upon redemption, and at such time,
the holders of the MCI WorldCom rights will have the right to receive only the
redemption price for each MCI WorldCom right held.

   Amendment of Rights. At any time before a person or group becomes the
beneficial owner of securities representing 15% or more of the voting power of
MCI WorldCom voting stock, the terms of the existing MCI WorldCom rights
agreement may be amended by the MCI WorldCom board of directors without the
consent of the holders of the MCI WorldCom rights, including an amendment to
lower the 15% threshold to not less than the greater of:

  . any percentage greater than the largest percentage of the voting power of
    all MCI WorldCom voting stock then known to MCI WorldCom to be
    beneficially owned by any person or group and

  . 10%.

   However, if at any time after a person or group beneficially owns securities
representing 15% or more, or such lower percentage as may be amended in the
existing MCI WorldCom rights agreement, of the voting power of the MCI WorldCom
voting stock, the MCI WorldCom board of directors may not adopt amendments to
the existing MCI WorldCom rights agreement that adversely affect the interests
of holders of the MCI WorldCom rights. Furthermore, once the MCI WorldCom
rights are no longer redeemable, the MCI WorldCom board of directors may not
adopt any amendment that would lengthen the time period during which the MCI
WorldCom rights are redeemable.

   Termination of Rights. If not previously exercised, the MCI WorldCom rights
will expire on September 6, 2001, unless MCI WorldCom earlier redeems or
exchanges the MCI WorldCom rights or extends the final expiration date.

   Anti-takeover Effects. The MCI WorldCom rights have anti-takeover effects.
Once the MCI WorldCom rights have become exercisable, the MCI WorldCom rights
will cause substantial dilution to a person or group that attempts to acquire
or merge with MCI WorldCom in most cases. Accordingly, the existence of the MCI
WorldCom rights may deter potential acquirors from making a takeover proposal
or tender offer. The MCI WorldCom rights should not interfere with any merger
or other business combination approved by the MCI WorldCom board of directors
since MCI WorldCom may redeem the MCI WorldCom rights as described above and
since a transaction approved by the MCI WorldCom board of directors would not
cause the MCI WorldCom rights to become exercisable.

   Series 3 Preferred Stock. In connection with the creation of the MCI
WorldCom rights, as described above, the MCI WorldCom board of directors has
authorized the issuance of 5,000,000 shares of preferred stock as series 3
junior participating preferred stock.

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   MCI WorldCom has designed the dividend, liquidation, voting and redemption
features of the MCI WorldCom series 3 preferred stock so that the value of two-
thirds of one one-thousandth of a share of MCI WorldCom series 3 preferred
stock approximates the value of one share of MCI WorldCom common stock. Shares
of MCI WorldCom series 3 preferred stock may only be purchased after the MCI
WorldCom rights have become exercisable, and each share of the MCI WorldCom
series 3 preferred stock:

  . is nonredeemable and junior to all other series of preferred stock,
    unless otherwise provided in the terms of those series of preferred stock

  . will have a preferential dividend in an amount equal to the greater of
    $10.00 or 1,500 times any dividend declared on each share of common stock

  . in the event of liquidation, will entitle its holder to receive a
    preferred liquidation payment equal to the greater of $1,000 or 1,500
    times the payment made per share of common stock

  . will have 1,500 votes, voting together with the common stock and any
    other capital stock with general voting rights and

  . in the event of any merger, consolidation or other transaction in which
    shares of common stock are converted or exchanged, will be entitled to
    receive 1,500 times the amount and type of consideration received per
    share of common stock.

   The rights of the MCI WorldCom series 3 preferred stock as to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary antidilution provisions.

 Sprint

   Sprint has adopted a rights plan pursuant to a rights agreement with UMB
Bank as rights agent. The following description of the Sprint rights plan is
subject in its entirety to the terms and conditions of the actual Sprint rights
plan. See "Where You Can Find More Information" beginning on page 205.

   Exercisability of Rights. The Sprint rights plan provides for the issuance
of one-half of a FON right in connection with each share of any series of
Sprint FON common stock and one-half of a PCS right, as adjusted for the two-
for-one stock split of Sprint PCS common stock which was effected on February
4, 2000, in connection with each share of any series of Sprint PCS common
stock. It also designates rights that are attached to each share of the Sprint
FT/DT class A stock.

   The FON and PCS rights detach from the Sprint FON common stock and the
Sprint PCS common stock and become exercisable only if, in a transaction not
approved by the Sprint board of directors, a person or entity acquires voting
securities representing 15% or more of Sprint's voting power or announces a
tender offer for 15% or more of Sprint's voting power. Once the rights detach
and become exercisable, unless subsequently redeemed:

 . each FON right entitles its holder to purchase one one-thousandth of a
   share of Sprint sixth series junior participating preferred stock for an
   exercise price of $275, subject to adjustment

 . each PCS right entitles its holder to purchase one one-thousandth of a
   share of Sprint eighth series junior participating preferred stock for an
   exercise price of $150, subject to adjustment and

 . each right attached to a share of Sprint FT/DT class A stock entitles its
   holder to purchase, (1) for an exercise price of $137.50, one-half of one
   one-thousandth of a share of Sprint sixth series junior participating
   preferred stock for each share of Sprint FON common stock underlying each
   share of Sprint FT/DT class A stock, and (2) for an exercise price of
   $37.50, one-quarter of one one-thousandth of a share of Sprint eighth
   series junior participating preferred stock for each one-half of a share of
   Sprint PCS common stock underlying each share of Sprint FT/DT class A
   stock, subject to adjustment.

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   "Flip In" Feature. If a person or group acquires shares representing 15% or
more of Sprint's voting power, except in a "qualifying offer", each holder of a
FON right and each holder of a PCS right will receive, upon exercise, Sprint
FON common stock and Sprint PCS common stock, respectively, having a value
equal to two times the then-current exercise price of the FON right or PCS
right. In addition, each holder of rights attached to Sprint FT/DT class A
stock will receive, upon exercise, both Sprint FON common stock and Sprint PCS
common stock each having a value equal to two times the then-current exercise
prices of the right for Sprint sixth series junior participating preferred
stock and Sprint eighth series junior participating preferred stock,
respectively. Once the rights become exercisable, all rights owned by the
acquiring person will be null and void. A "qualifying offer" is an offer for
outstanding shares of common stock which a majority of the independent
directors of Sprint determines to be fair to the stockholders and otherwise in
the best interests of Sprint and its stockholders.

   "Exchange" Feature. At any time after any person or group acquires shares
representing 15% or more of Sprint's voting power, except in a qualifying
offer, and before that person or group acquires 50% of Sprint's voting power,
the Sprint board of directors may exchange one-half of a FON right for one
share of Sprint FON common stock, one-half of a PCS right for one share of
Sprint PCS common stock, and one right that is attached to the Sprint FT/DT
class A stock for one share each of Sprint FON common stock and one-half of a
share of Sprint PCS common stock.

   "Flip Over" Feature. If Sprint is involved in a merger or other business
combination transaction after the rights become exercisable, then each right
will entitle its holder to purchase, for the exercise price of the right, a
number of the acquiring or surviving corporation's shares of common stock
having a market value equal to twice the exercise price of the right.
Similarly, if Sprint sells or transfers 50% or more of its assets or earning
power after the rights become exercisable, then the exercise price of each
right will entitle its holder to purchase, for the right's exercise price, a
number of the acquiring company's shares of common stock having a market value
equal to two times the exercise price of the right.

   Redemption of Rights. Sprint may redeem the rights for $.01 per right at any
time until ten business days following a public announcement that a person or
group has acquired shares representing 15% or more of Sprint's voting power or,
in the case of France Telecom or Deutsche Telekom, that they have acquired an
amount in excess of the shares permitted to be acquired by them under their
standstill agreement with Sprint.

   Termination of Rights. If not previously exercised, the terms of the rights
will expire on June 25, 2007, unless earlier redeemed by Sprint or unless
extended by amending the Sprint rights plan.

 WorldCom

   Amendment of MCI WorldCom Rights Plan. In the merger agreement, MCI WorldCom
has agreed to modify the terms of its rights agreement at the completion of the
merger in a manner to take into account the creation of WorldCom PCS group
common stock.

   Series 8 Preferred Stock. In connection with the amendment of the MCI
WorldCom rights agreement, as described above, the WorldCom board of directors
will authorize 1,250,000 shares of preferred stock designated as WorldCom
series 8 junior participating preferred stock, which will relate to WorldCom
rights issued in respect of WorldCom PCS group common stock.

   Shares of WorldCom series 8 preferred stock may only be purchased after the
WorldCom rights issued under the WorldCom rights agreement have become
exercisable, and each share of WorldCom series 8 preferred stock:

 . will be nonredeemable and junior to all other series of preferred stock,
   unless otherwise provided in the terms of those series of preferred stock

 . will be entitled to a minimum preferential quarterly dividend in an amount
   equal to the greater of $100 per share and 1,000 times the per share amount
   of all dividends declared on WorldCom PCS group common stock

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 . in the event of liquidation, will entitle its holder to receive a preferred
   liquidation payment equal to the greater of $1,000 and 1,000 times the
   payment made to each share of WorldCom PCS group common stock

 . will have 1,000 times the highest number of votes per share of the WorldCom
   PCS group common stock, voting together with the WorldCom series 1 PCS
   common stock and

 . in the event of any merger, consolidation or other transaction in which
   shares of WorldCom PCS group common stock are converted or exchanged, will
   be entitled to receive 1,000 times the amount received per share of
   WorldCom PCS group common stock.

   The rights of the holders of WorldCom series 8 preferred stock as to
dividends, liquidation and voting will be protected by customary antidilution
provisions.

Extraordinary Corporate Transactions

 MCI WorldCom

   Under Georgia law, a sale or other disposition of all or substantially all
of the corporation's assets, a merger, a share exchange or a dissolution of the
corporation must be adopted by the MCI WorldCom board of directors. In
addition, shareholders must approve such transactions by a majority of all
votes entitled to be cast thereon, except in limited circumstances. Approval of
the shareholders of the surviving corporation in a merger or the acquiring
corporation in a share exchange is not required if:

  . the plan of merger or share exchange does not amend in any respect the
    articles of incorporation

  . each shareholder of the surviving corporation whose shares were
    outstanding before the merger or share exchange will hold identical
    shares after the merger or share exchange

  . the number and types of shares outstanding after the merger or share
    exchange, plus the amount of shares issuable as a result of the merger or
    share exchange, will not exceed the total number and types of shares of
    the surviving corporation authorized by its articles of incorporation
    immediately prior to the merger or share exchange or

  . the corporation owns 90% of each class of outstanding stock of the other
    corporation, in which case approval of shareholders of either corporation
    is not required for a merger.

 Sprint

   Under Kansas law, mergers or consolidations and sales or exchanges of all or
substantially all of a corporation's assets require approval of the board of
directors. In addition, approval by a majority of the outstanding stock of the
corporation entitled to vote on the matter is required, except in limited
circumstances. Unless required by the articles of incorporation, a vote of the
stockholders of a surviving corporation is not required to approve a merger if:

  . the merger agreement does not amend in any respect the articles of
    incorporation

  . each share of the corporation outstanding immediately prior to the merger
    remains an identical outstanding share of the surviving corporation after
    the merger

  . the corporation does not issue shares of common stock in the merger that
    exceed 20% of its outstanding shares of common stock immediately prior to
    the merger or

  . the corporation owns 90% of each class of outstanding stock of the other
    corporation, in which case approval of stockholders of either corporation
    is not required.

 WorldCom

   The provisions described above under "--Extraordinary Corporate
Transactions--MCI WorldCom" will apply with respect to the rights of the
holders of WorldCom capital stock to approve the sale or other disposition of
all or substantially all of the assets of WorldCom, a merger, a share exchange
or a dissolution of WorldCom.

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State Anti-Takeover Statutes

 MCI WorldCom

   Business Combination Statute. Georgia law contains a "business combination
statute", which allows a domestic corporation to adopt a bylaw that prohibits
"business combinations" with "interested shareholders" occurring within five
years of the date a person first becomes an interested shareholder, unless
special approval of the transaction is obtained. For purposes of this statute,
"business combination" includes mergers, sales of 10% or more of the
corporation's net assets and qualified issuances of securities, all involving
the corporation and any interested shareholder. An "interested shareholder"
means a person or entity that is the beneficial owner of 10% or more of the
voting power of the corporation's voting stock, or a person or entity that is
an affiliate of the corporation and, at any time within the two-year period
immediately prior to the date in question, was the beneficial owner of 10% or
more of the voting power of the corporation's voting stock.

   Any business combination with an interested shareholder within five years of
the date this shareholder first became an interested shareholder is prohibited,
unless the interested shareholder obtains approval in one of three ways:

  . prior to the person becoming an interested shareholder, the corporation's
    board of directors must have approved the business combination or the
    transaction which resulted in the shareholder becoming an interested
    shareholder

  . the interested shareholder must acquire at least 90% of the corporation's
    outstanding voting stock, other than shares owned by officers, directors
    and their affiliates and associates, in the same transaction which
    resulted in the person becoming an interested shareholder or

  . subsequent to becoming an interested shareholder, the person acquires
    additional shares resulting in ownership of at least 90% of the
    outstanding shares, other than shares owned by officers, directors and
    their affiliates and associates, and obtains the approval of the business
    combination by the holders of a majority of the shares entitled to vote
    thereon, excluding the shares beneficially owed by (1) the interested
    shareholder, (2) officers, directors and their affiliates and associates,
    (3) the corporation's subsidiaries and (4) qualified employee stock
    plans.

   The business combination restrictions of this statute do not apply if a
shareholder:

  . becomes an interested shareholder inadvertently

  . as soon as practicable divests shares so that the shareholder ceases to
    be an interested shareholder or

  . would not, at any time within the five-year period immediately prior to a
    business combination between the corporation and this shareholder, have
    been an interested shareholder but for the inadvertent acquisition.

   Because MCI WorldCom has not adopted any bylaws to opt in to Georgia's
business combination statute, this statute does not apply to MCI WorldCom.
Instead, the MCI WorldCom articles contain provisions governing some types of
business combinations as described below in "--Business Combination
Restrictions--MCI WorldCom".

   Fair Price Statute. Georgia law also contains a "fair price statute", which
permits a corporation to adopt a bylaw requiring special approval by its board
of directors and/or shareholders for "business combinations" unless fair price
criteria are met. Generally, for purposes of this statute, "business
combinations" include mergers, sales of 10% or more of the corporation's assets
out of the ordinary course of business, liquidations, and qualified issuances
of securities involving the corporation and any "interested shareholder". An
"interested shareholder" has the same meaning as under Georgia's business
combination statute.

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   To satisfy Georgia's fair price statute, a business combination with an
interested shareholder must meet one of three criteria:

  . the transaction must be approved unanimously by the "continuing
    directors" (which includes directors who served as directors immediately
    prior to the date the interested shareholder first became an interested
    shareholder and who are not affiliates or associates of the interested
    shareholder), provided, that these continuing directors constitute at
    least three members of the board of directors at the time of this
    approval

  . the transaction must be recommended by at least two-thirds of the
    continuing directors and approved by a majority of the votes entitled to
    be cast by holders of voting shares, excluding shares beneficially owned
    by the interested shareholder who is or whose affiliate is a party to the
    business combination or

  . the terms of the transaction must meet statutory fair pricing criteria
    and certain other tests intended to assure that all shareholders receive
    a fair price and equivalent consideration for their shares regardless of
    when they sell to the interested shareholder.

   Because MCI WorldCom has not adopted any bylaw to opt into Georgia's fair
price statute, this statute does not apply to MCI WorldCom.

 Sprint

   Business Combination Statute. Kansas law also contains a business
combination statute, which restricts "business combinations" between a domestic
corporation and an "interested stockholder". A "business combination" means one
of various types of transactions, including mergers, that increases the
proportionate voting power of the interested stockholder. An "interested
stockholder" means any person, or its affiliate or associate, that owns or
controls 15% or more of the outstanding shares of the corporation's voting
stock.

   Under this statute, a domestic corporation may not engage in a business
combination with an interested stockholder for a period of three years
following the time the interested stockholder became an interested stockholder,
unless:

    . prior to that time the corporation's board of directors approved
      either the business combination or the transaction that resulted in
      the stockholder becoming an interested stockholder

    . upon consummation of the transaction that resulted in the stockholder
      becoming an interested stockholder, the interested stockholder owns
      at least 85% of the corporation's voting stock outstanding at the
      time the transaction commenced, excluding shares owned by persons who
      are directors and also officers and shares held by specified employee
      stock ownership plans or

    . at or after that time the business combination is approved by the
      board of directors and authorized at a stockholders' meeting by the
      affirmative vote of at least two-thirds of the outstanding voting
      stock not owned by the interested stockholder.

   The business combination restrictions of this statute do not apply if, among
other things:

    . the corporation's original articles of incorporation contain a
      provision expressly electing not to be governed by the business
      combination statute

    . the holders of a majority of the corporation's voting stock approve
      an amendment to its articles of incorporation or bylaws expressly
      electing not to be governed by the antitakeover provisions, which
      election will be effective 12 months after the amendment's adoption
      and would not apply to any business combination with a person who was
      an interested stockholder at or prior to the time the amendment was
      approved

    . the corporation does not have a class of voting stock that is (1)
      listed on a national securities exchange, (2) authorized for
      quotation on an interdealer quotation system of a registered national
      securities association or (3) held of record by more than 2,000
      stockholders or

                                      188
<PAGE>

    . a stockholder becomes an interested stockholder "inadvertently" and
      as soon as possible thereafter divests itself of a sufficient number
      of shares so that such stockholder ceases to be an interested
      stockholder and would not, at any time within the three-year period
      immediately prior to a business combination between the corporation
      and such interested stockholder, have been an interested stockholder,
      but for the inadvertent acquisition.

   Sprint has not opted out of the Kansas business combination statute.

   Control Share Acquisition Statute. Kansas law contains a "control share
acquisition statute", which provides that any person or group must obtain
stockholder approval before acquiring any shares of stock of a publicly traded
Kansas corporation if, after the acquisition, that person would have a
triggering level of voting power, beginning at 20%, as set forth in the
statute. If the acquiring person fails to obtain such stockholder approval, the
acquired shares lose their voting rights. These voting rights may be retained
or restored only if the statutory disclosure requirements are met and upon the
approval by both a majority of the outstanding voting stock and a majority of
the outstanding voting stock excluding "interested shares". "Interested shares"
means all shares owned by the acquiring person or group, by the corporation's
directors who are also its employees, and by the corporation's officers.

   Although a Kansas corporation may opt out of the control share acquisition
statute by including a provision to that effect in its governing corporate
documents, Sprint has not opted out of this statute.

 WorldCom

   Georgia law contains a business combination statute and a fair price
statute. For a discussion of these statutes, see "--State Anti-Takeover
Statutes--MCI WorldCom". Because WorldCom will not adopt any bylaws to opt in
to either Georgia's business combination statute or fair price statute, these
statutes will not apply to WorldCom.

Business Combination Restrictions

 MCI WorldCom

   The existing MCI WorldCom articles of incorporation contain a provision that
requires the approval by the holders of at least 70% of the voting power of the
outstanding shares of any class of MCI WorldCom capital stock entitled to vote
generally in the election of directors, voting as a single voting group, as a
condition to consummate a "business transaction", as described below, involving
MCI WorldCom and a "related person", as described below, or in which a related
person has an interest, unless:

  . the business transaction is approved by at least a majority of MCI
    WorldCom's "continuing directors", as described below, then serving on
    the board of directors or, if the votes of those continuing directors
    would have been insufficient to constitute an act of the board of
    directors, then the unanimous vote of the continuing directors is
    sufficient to approve the transaction so long as at least three
    continuing directors serve on the board of directors at the time of the
    unanimous vote and

  . the minimum price and other requirements are met.

   A "business transaction" means:

  . any merger, share exchange or consolidation involving MCI WorldCom or any
    of its subsidiaries

  . any sale, lease, exchange, transfer or other disposition by MCI WorldCom
    or any of its subsidiaries of more than 20% of its assets

  . any sale, lease, exchange, transfer or other disposition of more than 20%
    of the assets of an entity to MCI WorldCom or a subsidiary of MCI
    WorldCom

  . the issuance, sale, exchange, transfer or other disposition by MCI
    WorldCom or a subsidiary of MCI WorldCom of any securities of MCI
    WorldCom or any subsidiary of MCI WorldCom in exchange for cash,
    securities or other property having an aggregate fair market value of $15
    million or more

                                      189
<PAGE>

  . any merger, share exchange or consolidation of MCI WorldCom with any
    subsidiary of MCI WorldCom in which MCI WorldCom is not the surviving
    corporation and the charter of the surviving corporation does not contain
    provisions similar to the business combination restrictions in the
    existing MCI WorldCom articles of incorporation

  . any recapitalization or reorganization of MCI WorldCom or
    reclassification of its securities which would have the effect of
    increasing the voting power of a related person or reducing the number of
    shares of each class of voting securities outstanding

  . any liquidation, spin off, split off, split up or dissolution of MCI
    WorldCom or

  . any agreement, contract or other arrangement providing for any of the
    business transactions described above or having a similar purpose or
    effect.

   A "related person" generally means a person or entity that, together with
its affiliates and associates, beneficially owns 10% or more of MCI WorldCom's
outstanding voting stock.

   A "continuing director" means a director of MCI WorldCom who either:

  . was a member of the board of directors on September 15, 1993 or

  . became a MCI WorldCom director after that date, and whose election, or
    nomination for election, was approved by at least a majority of the
    continuing directors then on the board of directors;

provided, that any director who is a related person with an interest in the
business transaction to be voted upon, other than a proportionate interest as a
MCI WorldCom shareholder, is not considered a continuing director.

 Sprint

   The Sprint articles of incorporation contain a provision that requires the
approval by the holders of at least 80% of Sprint's outstanding shares entitled
to vote generally in the election of directors as a condition for the approval
of any "business combination". A "business combination" includes mergers,
consolidations, sales or other dispositions of assets valued at $1 million or
more, and issuances of securities valued at $1 million or more, between, or
otherwise involving, Sprint or any of its subsidiaries and any "interested
stockholder." An "interested stockholder" generally means the direct or
indirect owner of 10% or more of the outstanding Sprint capital stock entitled
to vote in the election of directors.

   This provision does not apply if:

  . a majority of the "continuing directors" approves the business
    combination and this approval occurs at a meeting at which at least seven
    continuing directors are present or

  . the business combination is a merger or consolidation and the cash or
    fair market value of the property, securities or other consideration
    received per share by the stockholders is not less than the highest per
    share price paid by the interested stockholder in its acquisition of any
    of its holdings of each class of Sprint capital stock.

   A "continuing director" means:

  . any member of the Sprint board of directors who is unaffiliated with the
    interested stockholder and was a member of the board of directors before
    the time that the interested stockholder became an interested stockholder
    or

  . any successor of a continuing director if the successor is unaffiliated
    with the interested stockholder and is recommended or elected to succeed
    a continuing director by a majority of the continuing directors, provided
    that this recommendation or election is only effective if made at a
    meeting at which at least seven continuing directors are present.

   The Sprint articles of incorporation also require the affirmative vote of
the holders of a majority of the outstanding shares of Sprint capital stock
entitled to vote in the election of directors, other than stock held by

                                      190
<PAGE>

an "interested securityholder", to approve any purchase, redemption or other
acquisition by Sprint of any equity securities of Sprint at above-market prices
from an "interested securityholder" who has owned these securities for less
than two years. An "interested securityholder" generally means any person who
owns, directly or indirectly, 5% or more of the class of securities to be
acquired.

   This requirement for stockholder approval does not apply to:

  . any purchase, redemption or other acquisition by Sprint of its capital
    stock from France Telecom and Deutsche Telekom and as otherwise provided
    in agreements among Sprint, France Telecom and Deutsche Telekom

  . a tender or exchange offer made by Sprint on the same terms to all
    holders of the securities being acquired or

  . any purchase, redemption, conversion or other acquisition by Sprint of
    Sprint series 2 FON common stock or Sprint PCS common stock as provided
    in the Sprint articles of incorporation.

 WorldCom

   The provisions described above under "--Business Combination Restrictions--
MCI WorldCom" will apply to the rights of holders of WorldCom capital stock
with regard to the consummation of a "business transaction".

                                      191
<PAGE>

                      PROPOSAL TO ADOPT AMENDMENTS TO THE
              SPRINT ARTICLES OF INCORPORATION AND SPRINT BYLAWS

   The following discusses the proposed amendments to the Sprint articles of
incorporation and Sprint bylaws to be submitted for stockholder approval at
the Sprint special meeting. You are urged to read carefully the amended Sprint
articles of incorporation and the amended Sprint bylaws, copies of which are
attached to this proxy statement/prospectus as Annex 8 and Annex 9.

   Under the Sprint master transfer agreement, Sprint, France Telecom and
Deutsche Telekom agreed to changes to the rights and obligations of these
Sprint investors. Some of these changes require amendments to the Sprint
articles of incorporation and the Sprint bylaws. These amendments were
approved by the Sprint board of directors. Sprint's stockholders are being
asked to approve these amendments at the Sprint special meeting. If approved,
the amendments to the Sprint bylaws and the Sprint articles of incorporation
will take effect immediately.

   The completion of the transactions contemplated by the Sprint master
transfer agreement is not conditioned upon completion of the merger, and the
merger is not conditioned upon completion of the transactions contemplated by
the Sprint master transfer agreement. For a summary of the terms of the Sprint
master transfer agreement, see "Arrangements with Sprint Stockholders--France
Telecom and Deutsche Telekom--Sprint Master Transfer Agreement".

Summary of Amendments to the Sprint Articles of Incorporation

   The following discussion summarizes the proposed amendments to the Sprint
articles of incorporation:

   Sprint board of directors. Under the amended Sprint articles of
incorporation, France Telecom and Deutsche Telekom will no longer have the
ability to elect designated directors as a class. Instead, these investors
will vote together with other Sprint stockholders in the election of all
directors generally.

   The proposed amendments delete numerous provisions of the Sprint articles
of incorporation relating to the ability of France Telecom and Deutsche
Telekom to designate directors by a separate class vote, including a mechanism
for automatically expanding the number of directors on the Sprint board of
directors if the number of directors prevents France Telecom and Deutsche
Telekom from electing the number of directors to which they are entitled.

   Ability to convert shares. Under the amended Sprint articles of
incorporation, France Telecom and Deutsche Telekom will have the right to
convert any of their shares into the publicly traded classes and series of
Sprint capital stock. In particular, France Telecom and Deutsche Telekom will
at any time be able to convert (1) any of their shares of Sprint series 3 FON
common stock into shares of Sprint series 1 FON common stock, and (2) any of
their shares of Sprint series 3 PCS common stock into shares of Sprint series
1 PCS common stock. This also applies to the shares of Sprint series 3 FON
common stock and Sprint series 3 PCS common stock that are issuable with
respect to the shares of Sprint FT/DT class A stock.

   Class votes. Under the amended Sprint articles of incorporation, France
Telecom and Deutsche Telekom will no longer be entitled to vote their shares
as a separate class on amendments to the Sprint bylaws. The current Sprint
articles of incorporation include the right to a class vote for France Telecom
and Deutsche Telekom for amendments to provisions of the Sprint bylaws that
relate to their ability to designate directors by a separate class vote.

   Disapproval rights. Under the amended Sprint articles of incorporation,
France Telecom and Deutsche Telekom will no longer have the disapproval rights
described in the first paragraph under "Arrangements With Sprint
Stockholders--France Telecom and Deutsche Telekom--Rights With Respect to
Sprint's Long Distance Assets".

                                      192
<PAGE>

   The proposed amendments to the Sprint articles of incorporation also delete
the right of France Telecom and Deutsche Telekom to disapprove:

    .  amendments to the Sprint articles of incorporation, Sprint bylaws
       and Sprint rights agreement that would adversely affect their rights

    .  issuances by Sprint of capital stock or debt securities with super
       voting rights and

    .  any action by Sprint before January 31, 2006 that would result in,
       or is taken for the purpose of encouraging or facilitating, certain
       competitors of France Telecom, Deutsche Telekom or the Global One
       joint venture owning 10% or more of the outstanding voting power of
       Sprint. This disapproval right never applied to strategic mergers
       such as the merger.

   Major issuances. Provisions requiring the approval of the independent
directors of the board of directors before Sprint may complete a transaction in
which it issues securities representing 30% or more of its total voting power
are deleted in the amended Sprint articles of incorporation.

   Global One. Pursuant to the Sprint master transfer agreement, the amended
Sprint articles of incorporation do not include several provisions in the
current Sprint articles of incorporation that relate to Global One.

   Change of control. The proposed amendments to the Sprint articles of
incorporation delete provisions that are triggered if the Sprint board of
directors (1) decides to sell control of Sprint in a way that results in a
stockholder owning more than 35% of the voting power of the resulting
corporation, or (2) decides not to oppose a tender offer for securities
representing more than 35% of the voting power of all Sprint voting securities.

   In addition, the proposed amendments to the Sprint articles of incorporation
delete provisions of the current Sprint articles of incorporation that allow
France Telecom and Deutsche Telekom, in cases where Sprint decides to (1) sell
all or substantially all of its assets or (2) sell control of Sprint in a way
that results in a 35% or larger stockholder in the resulting entity, to
participate on a basis no less favorable than that granted any other
participant.

   Conversion of Sprint FT/DT stock. The proposed amendments to the Sprint
articles of incorporation delete numerous provisions contained in the current
Sprint articles of incorporation which, if triggered, would cause the shares
held by France Telecom and Deutsche Telekom to convert into shares of Sprint
series 1 FON common stock and Sprint series 1 PCS common stock. Such a
conversion would deprive these investors of their special rights under the
current Sprint articles of incorporation. The events triggering these
provisions are described under "Arrangements With Sprint Stockholders--France
Telecom and Deutsche Telekom--Conversion of Sprint FT/DT Stock".

   However, the amended Sprint articles of incorporation will continue to
provide that the shares held by France Telecom and Deutsche Telekom will
convert into shares of Sprint series 1 FON common stock and Sprint series 1 PCS
common stock if these investors breach specified provisions of the standstill
agreement and the stockholders' agreement.

   The proposed amendments to the Sprint articles of incorporation also delete
other provisions that are no longer applicable due to the deleted material
summarized above, including defined terms.

Summary of Amendments to the Sprint Bylaws

   The majority of the proposed amendments to the Sprint bylaws address three
changes that are described above under "--Summary of Amendments to the Sprint
Articles of Incorporation". These amendments:

  .  remove references to the directors that France Telecom and Deutsche
     Telekom currently elect by class vote

                                      193
<PAGE>

  .  reflect the fact that under the amended Sprint articles of
     incorporation, France Telecom and Deutsche Telekom will vote together
     with other Sprint stockholders in the election of all directors
     generally and

  .  delete provisions relating to the right of France Telecom and Deutsche
     Telekom to vote their shares of Sprint capital stock as a separate class
     on amendments to specified sections of the Sprint bylaws.

   In addition, the proposed amendments to the Sprint bylaws delete a provision
in the current Sprint bylaws that requires at least one of the directors
elected by a class vote of France Telecom and Deutsche Telekom to be a member
of the executive committee of the Sprint board of directors. A similar
provision generally requiring that at least one of these directors be a member
of all other committees of the board of directors is also deleted.

   The Sprint board of directors recommends a vote FOR approval of the proposed
amendments to the Sprint articles of incorporation and Sprint bylaws.


                                      194
<PAGE>

                        PROPOSAL TO ADOPT AMENDMENTS TO
                    THE SPRINT EMPLOYEES STOCK PURCHASE PLAN

   The following is a discussion of the Sprint employees stock purchase plan
and the proposed amendments to the plan to be submitted for stockholder
approval at the Sprint special meeting. You are urged to read carefully the
Sprint employees stock purchase plan, restated to incorporate the amendments
adopted by the Sprint board of directors, in its entirety, a copy of which is
attached to this proxy statement/prospectus as Annex 10.

   In 1988, Sprint stockholders approved the Sprint employees stock purchase
plan, which we refer to as the "Sprint ESPP". In 1994 and 1998, Sprint
stockholders approved amendments to the Sprint ESPP increasing the number of
shares of Sprint common stock reserved for issuance under the plan and making
others changes to the plan. Since the November 1998 Sprint PCS restructuring,
both Sprint FON common stock and Sprint PCS common stock have been issued under
the Sprint ESPP.

   At its meeting on December 14, 1999, the Sprint board of directors approved
amendments making various changes to the Sprint ESPP and increasing the number
of shares authorized for issuance under the plan. The Sprint board of directors
recommended that the Sprint ESPP, as so amended, be submitted to Sprint
stockholders at the Sprint special meeting for their approval. If approved by
Sprint stockholders, the amended Sprint ESPP will be effective for the 2000
offering and any subsequent offerings, although the plan will terminate upon
the merger of Sprint into MCI WorldCom. You should read Section 17 of the
Sprint ESPP for a full discussion of the provisions regarding termination of
the Sprint ESPP on the effective date of a merger in which Sprint is not the
surviving corporation.

   On December 14, 1999, the Sprint board of directors authorized a two-for-one
stock split of its Sprint PCS common stock in the form of a stock dividend
which was distributed on February 4, 2000. All Sprint PCS group common shares
and options have been retroactively restated to reflect this stock split.

Summary of Amendments

   The proposed amendments to the Sprint ESPP will:

  .  increase the number of shares of Sprint PCS common stock authorized for
     issuance under the plan by 8 million shares and

  .  change the date on which options are granted under the plan from the
     15th day of May immediately before the beginning of the subscription
     period for an offering to the last day of the subscription period for
     the offering.

   The Sprint board of directors recommends a vote FOR approval and adoption of
the amended Sprint ESPP.

Summary of Plan Provisions

   Under the Sprint ESPP, the Sprint board of directors is authorized to offer
to all eligible employees of Sprint and its subsidiaries the right to elect to
purchase shares of Sprint FON common stock or Sprint PCS common stock at the
prices set forth in the next paragraph. The plan allows participants to
allocate a percentage of compensation to be used to purchase shares of Sprint
FON common stock, Sprint PCS common stock, or both. More specifically,
participants may choose to purchase 100% Sprint FON common stock or 100% Sprint
PCS common stock, or any combination of Sprint FON common stock and Sprint PCS
common stock in 10% increments totaling 100%.

   The price of shares purchased under each offering will be 85% of the average
market price of Sprint FON common stock or Sprint PCS common stock on the date
of grant or the date of exercise of the option,

                                      195
<PAGE>

whichever is lower. Average market price is defined by the Sprint ESPP as the
average of the high and low prices for composite transactions as published by
major newspapers.

   The maximum number of shares which any employee may purchase in an offering
is limited by the fact that the value of the stock to be purchased may not
accrue at a rate which exceeds $25,000 in any calendar year. For example, if
the market prices on the grant date are $69 for Sprint FON common stock and $47
for Sprint PCS common stock, then the maximum number of shares of Sprint FON
common stock that any employee could purchase in the 2000 offering, if all of
the employee's contributions were used to purchase Sprint FON common stock,
would be 362 shares. Conversely, if all of the employee's contributions were
used to purchase Sprint PCS common stock, the employee could purchase a maximum
of 531 shares. If the total number of shares which are to be granted on the
date of grant for an offering exceeds the shares available, the available
shares will be allocated among participating employees.

   Following termination of the 1999 offering, which will be concluded at the
end of June 2000, approximately 12.8 million shares of Sprint FON common stock
and 8.8 million shares of Sprint PCS common stock will be available for future
offerings under the plan if the amendments to the plan are approved. It is
anticipated that this will only be a sufficient number of shares of Sprint PCS
common stock for the 2000 offering. While there is no specified date of
termination of the plan, its duration is limited by the maximum number of
shares that may be sold pursuant to the plan.

Awards Under the Sprint ESPP

   While it is not possible to determine the number of shares that may be
purchased by each participant in the plan, the maximum number of shares which
an employee may purchase in an offering is limited in the manner described
above.

   Set forth below are the number of shares of Sprint FON common stock and
Sprint PCS common stock that were purchased in the 1998 offering, which ended
on June 30, 1999, by the persons and groups identified below.

<TABLE>
<CAPTION>
                                                            Number of shares
                                                           underlying options
                                                                 elected
                                                           -------------------
Name and Position                                          FON(1)(2) PCS(2)(3)
- -----------------                                          --------- ---------
<S>                                                        <C>       <C>
William T. Esrey..........................................       712       356
 Chairman and Chief Executive Officer
Kevin E. Brauer...........................................       712       354
 President--National Integrated Services
Arthur B. Krause..........................................       712       354
 Executive Vice President--Chief Financial Officer
Ronald T. LeMay...........................................         0         0
 President and Chief Operating Officer
Andrew J. Sukawaty........................................      0(4)      0(4)
 President--Sprint PCS
All current executive officers as a group.................     7,484     3,730
All current directors who are not executive officers as a       0(5)      0(5)
 group....................................................
All employees who are not executive officers as a group... 2,854,053 1,406,886
</TABLE>
- --------
(1) Purchases are shown after adjustment for the two-for-one stock split of
    Sprint FON common stock in the second quarter of 1999.
(2) Purchases are shown after adjustment for the November 1998 Sprint PCS
    restructuring.
(3) Purchases are shown after adjustment for the two-for-one stock split of
    Sprint PCS common stock.

(4) Mr. Sukawaty was not eligible to participate in the 1998 offering.

(5) Outside directors cannot participate in the Sprint ESPP.


                                      196
<PAGE>

Tax Aspects of the Plan

   The Sprint ESPP is an "employee stock purchase plan" under section 423 of
the Internal Revenue Code. Options issued under the plan will qualify for
special tax treatment such that no income is recognized at the time the option
is granted and the recognition of gain is deferred until stock is disposed of.
If stock is disposed of after being held for the required period, which is one
year from date of purchase and two years from the date of the grant of the
option, the employee will recognize ordinary income to the extent of the excess
of the fair market value of the stock on the grant date or the date of
disposition, whichever is less, over the initial option price. Any further gain
is a capital gain. Any loss is treated as a capital loss. There will be no tax
effect on Sprint under these circumstances.

   If the stock is sold before the requisite holding period expires, the
employee must recognize additional ordinary income. This ordinary income is
reported as wages on the employee's Form W-2. The amount to be treated as
ordinary income is the difference between the fair market value on the date of
exercise of the option and the option price. Any further gain is a capital
gain. If the selling price is less than the value of the stock at the time of
exercise, the ordinary income amount remains the same and a capital loss is
recognized. The early disposition of the stock entitles Sprint to a deduction
to the extent that any gain to the employee is treated as ordinary income.

                                      197
<PAGE>

Summary Compensation Table

   The following table reflects the cash and non-cash compensation for services
in all capacities to Sprint by the named executive officers:

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                           Long-Term Compensation
                                                                 ---------------------------------------------
                                  Annual Compensation                         Awards                  Payouts
                        ---------------------------------------  --------------------------------    ---------
    Name and                                                      Restricted      Securities
   Principal                                       Other Annual     Stock         Underlying           LTIP          All Other
    Position            Year Salary (1) Bonus (1)  Compensation  Award(s) (2)     Options (3)         Payouts     Compensation (4)
- ----------------        ---- ---------- ---------- ------------  ------------ -------------------    ---------    ----------------
<S>                     <C>  <C>        <C>        <C>           <C>          <C>       <C>          <C>          <C>
                                                                                 FON       PCS
William T. Esrey        1999 $1,000,000 $1,381,698   $74,428(5)   $       0   1,713,260   760,186    $       0        $61,099
 Chairman and           1998  1,000,000    851,351    75,986              0   1,444,820   722,412    2,199,644         52,000
 Chief Executive        1997  1,000,000          0    73,134              0   5,072,366 2,536,186    1,221,064         38,880
 Officer
Kevin Brauer            1999    371,854    604,810    10,119              0     149,477    75,486            0         16,633
 President-             1998    339,851    425,845     6,696              0     154,834    77,418      481,312         14,122
 National
 Integrated             1997    306,871    172,850     4,857        242,500      79,950    39,976      267,755          6,348
 Services and
 Sprint
 Business
Arthur B. Krause        1999    426,069    324,712     7,447              0     390,119   134,842            0         50,344
 Executive Vice         1998    415,076    371,216     8,866              0     154,834    77,418      532,799         46,053
 President-Chief        1997    401,852    192,642     2,840              0     129,216    64,608      304,057         23,491
 Financial
 Officer
Ronald T. LeMay         1999    883,400    807,429    10,550              0     870,802   375,548            0          3,532
 President and          1998    808,801    562,501    65,566              0     977,736   488,874    1,061,710          3,740
 Chief Operating        1997    602,966          0     9,944      8,896,817   3,207,092 1,603,552      574,008          8,395
 Officer
Andrew J. Sukawaty (6)  1999    477,879    720,273     4,623              0      27,242   458,218    4,262,353(7)       9,718
 President-             1998     67,740     30,963         0              0           0   316,862(7) 2,494,520(7)           0
 Sprint PCS
</TABLE>
- --------

(1) Includes all amounts earned for the respective years, even if deferred
    under Sprint's Executive Deferred Compensation Plan. All bonuses were paid
    under Sprint's short-term incentive plans.

(2) As of December 31, 1999, the named executive officers held restricted
    shares of Sprint FON common stock and Sprint PCS common stock as set forth
    in the following table. The market value of the shares is based on a value
    of $67.3125 per share for Sprint FON common stock and $51.25 per share for
    Sprint PCS common stock (the closing prices at December 31, 1999). The
    closing price and number of shares for Sprint PCS common stock are shown
    after adjustment for the two-for-one stock split in the first quarter of
    2000. Each of the named executive officers has the right to vote and
    receive dividends on the restricted shares.

<TABLE>
<CAPTION>
                                           Sprint FON            Sprint PCS
                                          common stock          common stock
                                      --------------------- --------------------
                                      Number of             Number of
                                       shares      Value     shares     Value
                                      --------- ----------- --------- ----------
<S>                                   <C>       <C>         <C>       <C>
Mr. Esrey............................  185,296  $12,472,737   92,648  $4,748,210
Mr. Brauer...........................   10,000      673,125    5,000     256,250
Mr. Krause...........................        0            0        0           0
Mr. LeMay............................  320,000   21,540,000  160,000   8,200,000
Mr. Sukawaty.........................        0            0        0           0
</TABLE>

(3) Reflects the conversion of options for Sprint's common stock before the
    1998 Sprint PCS restructuring into independently exercisable options for
    Sprint FON common stock and Sprint PCS common stock. Also reflects the two-
    for-one stock splits of Sprint FON common stock in the second quarter of
    1999 and Sprint PCS common stock in the first quarter of 2000.

                                      198
<PAGE>


(4) Consists of amounts for 1999 (a) contributed by Sprint under the Sprint
    Retirement Savings Plan and (b) representing the portion of interest
    credits on deferred compensation accounts under Sprint's Executive
    Deferred Compensation Plan that are at above-market rates, as follows:

<TABLE>
<CAPTION>
                                                                         Above-
                                                           Savings Plan  Market
                                                           Contribution Earnings
                                                           ------------ --------
      <S>                                                  <C>          <C>
      Mr. Esrey...........................................    $4,800    $56,299
      Mr. Brauer..........................................     4,800     11,833
      Mr. Krause..........................................     4,800     45,544
      Mr. LeMay...........................................     3,532          0
      Mr. Sukawaty........................................     9,600        118
</TABLE>

(5) Includes the cost to Sprint of providing tax and financial services of
    $15,000 and automobile allowance of $18,000.

(6) Mr. Sukawaty became President-Sprint PCS in December 1998.

(7) Amounts paid in the form of Sprint PCS common stock as replacement of
    units vesting under the Sprint Spectrum Long-term Incentive Plan. As part
    of the November 1998 PCS restructuring, the Sprint Spectrum Long-term
    Incentive Plan was terminated and replaced with a package consisting of
    options and shares of Sprint PCS common stock.

                                      199
<PAGE>


Option Grants

   The following tables summarize options granted to the named executive
officers under Sprint's stock option plans during 1999. The amounts shown as
potential realizable values on these options are based on arbitrarily assumed
annualized rates of appreciation in the price of Sprint common stock of five
percent and ten percent over the term of the options, as set forth in SEC
rules. The named executive officers will realize no gain on these options
without an increase in the price of Sprint common stock that will benefit all
shareholders proportionately.

   Unless otherwise indicated, each option listed below has a reload feature.
Vesting is accelerated in the event of an employee's death or permanent
disability. In addition, if an option has been outstanding for at least one
year, vesting is accelerated upon a change in control or an employee's normal
retirement at age 65 or older. A change in control is deemed to occur if (1)
Deutsche Telecom and France Telecom acquire additional stock of Sprint that
would result in their owning 35% or more of the voting power of Sprint stock,
(2) someone acquires 20% or more of the outstanding stock of Sprint, (3) there
is a change of a majority of the Directors within a two-year period, or (4)
Sprint's stockholders approve a merger in which Sprint is not the surviving
entity. No stock appreciation rights were granted during 1999.

                     Option Grants in Last Fiscal Year

                      Sprint FON Common Stock Options

<TABLE>
<CAPTION>
                                                                            Potential Realizable
                                      % of Total                              Value at Assumed
                         Number of      Options                             Annual Rates of Stock
                         Securities   Granted to   Exercise                Price Appreciation for
                         Underlying    Employees    Or Base                     Option Term(1)
                          Options         In         Price    Expiration ---------------------------
          Name            Granted     Fiscal Year (per share)    Date    0%      5%          10%
- ------------------------ ----------   ----------- ----------- ---------- --- ----------- -----------
<S>                      <C>          <C>         <C>         <C>        <C> <C>         <C>
William T. Esrey........  480,000(3)      2.8%      $38.98      2/8/09   $ 0 $11,768,191 $29,822,906
                           84,580(4)      0.5%       38.98      2/8/09     0   2,073,653   5,255,045
                          162,578(5)      1.0%       38.98      2/8/09     0   3,985,935  10,101,142
                          134,330(6)      0.8%       42.97     2/11/04     0   1,581,905   3,492,357
                           51,786(6)      0.3%       42.97     2/17/05     0     754,383   1,710,691
                          172,790(6)      1.0%       42.97     2/12/06     0   3,005,801   6,998,551
                           57,112(6)      0.3%       42.97     2/11/07     0   1,165,396   2,788,576
                          128,154(6)      0.8%       47.31     2/11/07     0   2,663,294   6,285,442
                           81,402(6)      0.5%       47.31     7/12/04     0   1,035,227   2,280,420
                          119,948(6)      0.7%       47.31     2/12/06     0   2,104,854   4,834,987
                           33,746(6)      0.2%       47.31     2/11/07     0     701,309   1,655,107
                          139,029(6)      0.8%       47.31      2/9/08     0   3,359,997   8,150,786
                           67,805(6)      0.4%       47.31      2/9/08     0   1,638,684   3,975,171
Kevin Brauer............  120,000(3)      0.7%       38.98      2/8/09     0   2,942,048   7,455,726
                           20,668(4)      0.1%       38.98      2/8/09     0     506,719   1,284,125
                            8,809(6)      0.1%       68.97     7/12/04     0     150,533     328,672
Arthur B. Krause........  120,000(3)      0.7%       38.98      2/8/09     0   2,942,048   7,455,726
                           20,668(4)      0.1%       38.98      2/8/09     0     506,719   1,284,125
                           38,916(5)      0.2%       38.98      2/8/09     0     954,106   2,417,892
                           78,046(6)      0.5%       40.42     2/16/00     0     163,943     328,186
                           14,382(6)      0.1%       40.42      3/9/03     0     128,598     277,618
                           37,809(6)      0.2%       49.94     7/12/04     0     499,520   1,098,399
                           35,612(6)      0.2%       49.94     2/17/05     0     537,301   1,200,124
                           11,921(6)      0.1%       49.94     2/12/06     0     218,074     500,011
                           12,023(6)      0.1%       49.94     2/11/07     0     260,842     614,440
                           20,742(6)      0.1%       49.94      2/9/08     0     523,876   1,268,408
Ronald T. LeMay.........  300,000(3)      1.8%       38.98      2/8/09     0   7,355,119  18,639,316
                           47,798(4)      0.3%       38.98      2/8/09     0   1,171,867   2,969,740
                           95,006(5)      0.6%       38.98      2/8/09     0   2,329,268   5,902,823
                          134,646(6)      0.8%       39.48      2/9/08     0   2,962,015   7,311,402
                           23,460(6)      0.1%       39.48      3/9/03     0     208,084     449,875
                           73,964(6)      0.4%       39.48     2/16/00     0     160,401     321,537
                               52(6)      0.0%       49.42     3/15/05     0         867       1,965
                           85,580(6)      0.5%       51.03     7/12/04     0   1,205,847   2,664,416
                           21,394(6)      0.1%       51.03     2/17/05     0     342,835     769,527
                           25,674(6)      0.2%       51.03     2/12/06     0     496,294   1,143,634
                           23,497(6)      0.1%       51.03     2/11/07     0     536,644   1,270,590
                           39,731(6)      0.2%       51.03      2/9/08     0   1,053,332   2,563,635
Andrew J. Sukawaty......   15,000(3)      0.1%       38.98      2/8/09     0     367,756     931,966
                            2,986(4)      0.0%       38.98      2/8/09     0      73,208     185,523
                            9,256(5)      0.1%       38.98      2/8/09     0     226,930     575,085
</TABLE>

                                      200
<PAGE>

                        Sprint PCS Common Stock Options

<TABLE>
<CAPTION>
                                                                         Potential Realizable
                                      % of Total                           Value at Assumed
                         Number of      Options   Exercise               Annual Rates of Stock
                         Securities   Granted to   Or Base              Price Appreciation for
                         Underlying    Employees    Price                    Option Term(1)
                          Options         In        (per    Expiration -------------------------
          Name            Granted(2)  Fiscal Year share)(2)    Date    0%      5%        10%
- ------------------------ ----------   ----------- --------- ---------- --- ---------- ----------
<S>                      <C>          <C>         <C>       <C>        <C> <C>        <C>
William T. Esrey........  240,000(3)      1.1%     $15.59     2/8/09   $ 0 $2,353,638 $5,964,581
                           47,566(4)      0.2%      15.59     2/8/09     0    466,471  1,182,130
                           91,428(5)      0.4%      15.59     2/8/09     0    896,618  2,272,207
                           24,534(6)      0.1%      16.17    2/11/07     0    188,418    450,849
                           59,830(6)      0.3%      16.17    2/11/04     0    265,176    585,426
                           75,518(6)      0.3%      16.17    2/12/06     0    494,424  1,151,192
                           98,646(6)      0.5%      16.17    2/12/06     0    645,846  1,503,754
                           24,534(6)      0.1%      16.17    2/11/07     0    188,418    450,849
                           23,488(6)      0.1%      16.17    2/17/05     0    128,776    292,020
                           23,030(6)      0.1%      30.64    2/11/07     0    309,822    731,133
                           15,042(6)      0.1%      30.64    7/12/04     0    123,888    272,902
                           24,582(6)      0.1%      30.64     2/9/08     0    384,592    932,885
                           11,988(6)      0.1%      30.64     2/9/08     0    187,630    455,158
Kevin Brauer............   60,000(3)      0.3%      15.59     2/8/09     0    588,410  1,491,145
                           11,622(4)      0.1%      15.59     2/8/09     0    113,975    288,835
                            3,864(6)      0.0%      51.97    7/12/04     0     49,755    108,633
Arthur B. Krause........   60,000(3)      0.3%      15.59     2/8/09     0    588,410  1,491,145
                           11,622(4)      0.1%      15.59     2/8/09     0    113,975    288,835
                           21,886(5)      0.1%      15.59     2/8/09     0    214,632    543,920
                           34,860(6)      0.2%      15.14    2/16/00     0     27,428     54,907
                            6,474(6)      0.0%      15.14     3/9/03     0     21,683     46,809
Ronald T. LeMay.........  150,000(3)      0.7%      15.59     2/8/09     0  1,471,024  3,727,863
                           26,880(4)      0.1%      15.59     2/8/09     0    263,607    668,033
                           53,428(5)      0.2%      15.59     2/8/09     0    523,959  1,327,815
                           10,164(6)      0.0%      13.09     3/9/03     0     29,896     64,635
                           32,044(6)      0.1%      13.09    2/16/00     0     23,045     46,195
                           57,636(6)      0.3%      13.09     2/9/08     0    420,462  1,037,863
                               26(6)      0.0%      22.38    3/15/05     0        196        445
                           18,336(6)      0.1%      28.02    7/12/04     0    141,837    313,400
                            4,582(6)      0.0%      28.02    2/17/05     0     40,310     90,480
                            5,498(6)      0.0%      28.02    2/12/06     0     58,346    134,451
                            5,032(6)      0.0%      28.02    2/11/07     0     63,093    149,382
                            8,440(6)      0.0%      28.02     2/9/08     0    122,841    298,974
Andrew J. Sukawaty......  157,000(3)      0.7%      15.59     2/8/09     0  1,539,672  3,901,830
                           34,856(4)      0.2%      15.59     2/8/09     0    341,827    866,256
                          108,032(5)      0.5%      15.59     2/8/09     0  1,059,451  2,684,857
                           89,060(6)      0.4%      50.41    6/30/07     0  1,982,242  4,682,356
                           69,270(6)      0.3%      50.41     2/8/09     0  1,953,352  4,825,739
</TABLE>
- --------

(1) The dollar amounts in these columns are the result of calculations at the
    five percent and ten percent rates set by the SEC and are not intended to
    forecast future appreciation of Sprint common stock.

(2) Reflects adjustment for the two-for-one stock split of Sprint PCS common
    stock.

(3) Twenty-five percent of this option became exercisable on February 8, 2000,
    and an additional 25% will become exercisable on February 8 of each of the
    three successive years.

(4) This option becomes exercisable on December 31, 2001.

(5) This option was granted under the Management Incentive Stock Option Plan
    (MISOP). Under the MISOP, the optionee elected to receive options in lieu
    of receiving a portion of his bonus under the management incentive
    compensation plans. The MISOP benefits Sprint by reducing the cash bonus
    paid to the executive. It further increases the percentage of compensation
    tied to stock ownership, in keeping with Sprint's philosophy to more
    closely align stockholder and employee interests. This option became
    exercisable on December 31, 1999.

(6) This option is a reload option. A reload option is an option granted when
    an optionee exercises a stock option and makes payment of the purchase
    price using shares of previously owned Sprint FON common stock or Sprint
    PCS common stock. A reload option grant is for the number of shares
    utilized in payment of the purchase price and tax withholding, if any. The
    option price for a reload option is equal to the market price of Sprint FON
    common stock or Sprint PCS common stock on the date the reload option is
    granted. A reload option becomes exercisable one year from the date the
    original option was exercised and does not have a reload feature.

                                      201
<PAGE>


Option Exercises and Fiscal Year-End Values

   The following tables summarize the net value realized on the exercise of
options in 1999, and the value of the outstanding options at December 31, 1999,
for the named executive officers.

                    Aggregated Option Exercises in 1999

                        and Year-end Option Values

                          Sprint FON Common Stock

<TABLE>
<CAPTION>
                                                        Number of Securities
                                                       Underlying Unexercised     Value of Unexercised
                                                             Options at           In the Money Options
                                                           December 31, 1999     At December 31, 1999(2)
                                                      ------------------------- -------------------------
                         Shares Acquired    Value
                           on Exercise   Realized(1)  Exercisable Unexercisable Exercisable Unexercisable
                         --------------- -----------  ----------- ------------- ----------- -------------
<S>                      <C>             <C>          <C>         <C>           <C>         <C>
William T. Esrey........    1,991,414    $55,480,276   1,186,440    6,299,142   $45,149,109 $251,476,495
Kevin Brauer............       46,129      2,138,941     107,265      306,451     5,023,741   10,593,918
Arthur B. Krause........      362,316     11,605,416     242,927      537,282    11,412,030   16,495,957
Ronald T. LeMay.........      720,576     15,701,165     616,630    3,233,036    23,289,716  125,987,066
Andrew J. Sukawaty......            0              0       9,256       17,986       260,180      505,575
</TABLE>

                        Sprint PCS Common Stock(3)

<TABLE>
<CAPTION>
                                                        Number of Securities
                                                       Underlying Unexercised     Value of Unexercised
                                                             Options at           In the Money Options
                                                          December 31, 1999      At December 31, 1999(2)
                                                      ------------------------- -------------------------
                         Shares Acquired    Value
                           on Exercise   Realized(1)  Exercisable Unexercisable Exercisable Unexercisable
                         --------------- -----------  ----------- ------------- ----------- -------------
<S>                      <C>             <C>          <C>         <C>           <C>         <C>
William T. Esrey........     995,710     $19,043,913    603,362     3,042,988   $25,922,926 $130,288,387
Kevin Brauer............      23,066         763,762     53,632       153,974     2,466,523    6,025,380
Arthur B. Krause........      72,720         905,058    232,332       205,996    10,642,044    8,157,461
Ronald T. LeMay.........     360,292       6,021,043    314,244     1,550,740    13,439,444   66,485,056
Andrew J. Sukawaty......     266,464      10,491,748          0       508,616             0   13,409,786
</TABLE>
- --------

(1) The value realized upon exercise of an option is the difference between the
    fair market value of the shares of Sprint FON common stock and Sprint PCS
    common stock received upon the exercise, valued on the exercise date, and
    the exercise price paid.

(2) The value of unexercised, in-the-money options is the difference between
    the exercise price of the options and the fair market value, at December
    31, 1999, of Sprint FON common stock ($67.09375) and Sprint PCS common
    stock ($50.40625).

(3) Reflects adjustment for the two-for-one stock split of Sprint PCS common
    stock.

Pension Plans

   Under the Sprint Retirement Pension Plan, eligible employees generally
accrue for each year of service a retirement benefit equal to 1.5% of career
average compensation, subject to limitations under the Internal Revenue Code.
In addition, the named executive officers participate in a supplemental
retirement plan that provides additional benefits. Assuming each of the named
executive officers continues to work at Sprint until age 65, and that his
pensionable compensation for years after 1999 will be his 1999 pensionable
compensation, the named executive officers would receive an estimated annual
pension benefit, expressed as an annuity for life, as follows: Mr. Esrey--
$1,294,700, Mr. Brauer--$299,800, Mr. Krause--$415,000, Mr. LeMay--$680,700,
and Mr. Sukawaty--$489,300.

                                      202
<PAGE>


   In addition, Sprint has a key management benefit plan that permits a
participant to elect a supplemental retirement benefit. More information on the
plan is provided in the following section under "Employment Contracts".

Employment Contracts

   Sprint has contingency employment agreements with Messrs. Esrey, Krause,
LeMay, and Sukawaty that provide for separation pay and benefits if employment
is involuntarily terminated following a change in control. In addition, each
named executive officer has signed a non-competition agreement with Sprint. For
more information about these agreements, see "The Merger--Interests of Sprint
Directors and Executive Officers in the Merger--Employment Agreements".

   Sprint has a key management benefit plan providing for a survivor benefit in
the event of the death of a participant or, in the alternative, a supplemental
retirement benefit. Under the plan, if a participant dies before retirement,
the participant's beneficiary will receive ten annual payments each equal to
25% of the participant's highest annual salary during the five-year period
immediately before the time of death. If a participant dies after retiring or
becoming permanently disabled, the participant's beneficiary will receive a
benefit equal to 300% (or a reduced percentage if the participant retires
before age 60) of the participant's highest annual salary during the five-year
period immediately before the time of retirement or disability, payable either
in a lump sum or in installments at the election of the participant. At least
13 months before retirement, a participant may elect a supplemental retirement
benefit in lieu of all or a portion of the survivor benefit. The supplemental
retirement benefit will be the actuarial equivalent of the survivor benefit.
Each named executive officer is a participant in the plan.

Compensation Committee Interlocks and Insider Participation

   Dubose Ausley is a member of the organization, compensation and nominating
committee of the Sprint Board. He also is chairman of the law firm of Ausley &
McMullen, which provided legal services to certain affiliates of Sprint in 1999
for which it billed $232,787.

                                      203
<PAGE>

                                 LEGAL MATTERS

   The legality of MCI WorldCom capital stock offered by this proxy
statement/prospectus will be passed upon for MCI WorldCom by P. Bruce
Borghardt, Esq., General Counsel--Corporate Development of MCI WorldCom. Mr.
Borghardt is paid a salary by MCI WorldCom, is a participant in various
employee benefit plans offered to employees of MCI WorldCom generally and owns
and has options to purchase shares of MCI WorldCom common stock. Material
United States federal income tax consequences of the merger will be passed upon
for MCI WorldCom by Cravath, Swaine & Moore, New York, New York. Cravath,
Swaine & Moore from time to time acts as counsel for MCI WorldCom and its
subsidiaries.

   Material United States federal income tax consequences of the merger will be
passed upon for Sprint by King & Spalding, Atlanta, Georgia. King & Spalding
acts as counsel for Sprint and its subsidiaries.

                                    EXPERTS

   The consolidated financial statements of MCI WorldCom as of December 31,
1998 and 1997, and for each of the years in the three-year period ended
December 31, 1998, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included in MCI WorldCom's Current Report on Form 8-K dated November 5, 1999
(filed November 5, 1999), and are incorporated herein by reference, in reliance
upon the authority of such firm as experts in accounting and auditing in giving
such reports.

   The consolidated financial statements of Brooks Fiber Properties, Inc. as of
December 31, 1997, and for each of the years in the two-year period ended
December 31, 1997 have been incorporated by reference in this document and in
the registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, included in MCI WorldCom's Current Report on Form
8-K dated November 5, 1999 (filed November 5, 1999) and incorporated by
reference in this document, and upon the authority of such firm as experts in
accounting and auditing.

   The consolidated financial statements of MFS Communications Company, Inc. as
of December 31, 1996, and for the period ended December 31, 1996, included in
MCI WorldCom's Current Report on Form 8-K/A dated August 25, 1996 (filed
December 19, 1997), and incorporated by reference into this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference, in reliance upon the authority of such firm
as experts in accounting and auditing in giving such reports.

   The consolidated financial statements of MCI Communications Corporation as
of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, included in MCI WorldCom's Current Report on
Form 8-K/A-3 dated November 9, 1997 (filed May 28, 1998), have been
incorporated herein by reference in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

   The consolidated financial statements and schedules of Sprint and the
combined financial statements and schedules of the Sprint FON group and the
Sprint PCS group appearing in Sprint's Annual Report on Form 10-K for the year
ended December 31, 1998, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference which, as to the years 1998 and 1997 for
Sprint and as to the years 1998, 1997 and 1996 for the Sprint PCS group, are
based in part on the reports of Deloitte & Touche LLP, independent auditors.
Such consolidated and combined financial statements and schedules are
incorporated herein by reference in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing.

   The consolidated financial statements of Sprint Spectrum Holding Company,
L.P. as of December 31, 1998 and 1997, and for each of the years in the three-
year period ended December 31, 1998, have been audited by

                                      204
<PAGE>

Deloitte & Touche LLP, independent auditors, as stated in their report which is
included in Sprint's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, and are incorporated herein by reference, in reliance on the
report of such firm given upon their authority as experts in accounting and
auditing.

                             STOCKHOLDER PROPOSALS

MCI WorldCom

   Shareholder proposals intended to be presented at the 2000 annual meeting of
MCI WorldCom shareholders pursuant to Rule 14a-8 under the Exchange Act must
have been received by the Secretary of MCI WorldCom no later than December 25,
1999, in order to be included in the proxy materials sent by MCI WorldCom
management for the annual meeting. Shareholder proposals intended to be
presented at the 2000 annual meeting of MCI WorldCom shareholders that are not
intended to be included in management's proxy materials under Rule 14a-8 must
have been received by the Secretary of MCI WorldCom between December 22, 1999
and January 21, 2000, in order to be considered at the 2000 annual meeting.

Sprint

   Stockholder proposals intended to be presented at the 2000 annual meeting of
Sprint stockholders pursuant to Rule 14a-8 under the Exchange Act must have
been received by the Secretary of Sprint no later than November 18, 1999, in
order to be included in the proxy materials sent by Sprint management for the
annual meeting. Stockholder proposals intended to be presented at the 2000
annual meeting of Sprint stockholders that are not intended to be included in
management's proxy materials under Rule 14a-8 must be received by the Secretary
of Sprint not less than 50 days nor more than 75 days before the meeting. If
less than 65 days' notice of the Sprint annual meeting is given, these
stockholder proposals must be received by the Secretary of Sprint by the close
of business on the 15th day after notice of the meeting is mailed or made
public. Sprint expects that the 2000 annual meeting of stockholders will be
held late in the second quarter.

                      WHERE YOU CAN FIND MORE INFORMATION

   MCI WorldCom and Sprint file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information that MCI
WorldCom and Sprint file with the Securities and Exchange Commission at the
Securities and Exchange Commission's public reference rooms at the following
locations:

  Public Reference Room  New York Regional Office   Chicago Regional Office
 450 Fifth Street, N.W.    7 World Trade Center         Citicorp Center
        Room 1024               Suite 1300          500 West Madison Street
 Washington, D.C. 20549     New York, NY 10048            Suite 1400
                                                    Chicago, IL 60661-2511

   Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference rooms. These Securities and
Exchange Commission filings are also available to the public from commercial
document retrieval services and at the Internet worldwide web site maintained
by the Securities and Exchange Commission at "http://www.sec.gov". Reports,
proxy statements and other information concerning MCI WorldCom may also be
inspected at the offices of The Nasdaq Stock Market, which is located at 1735
K. Street, N.W., Washington, D.C. 20006. Reports, proxy statements and other
information concerning Sprint may also be inspected at the offices of the New
York Stock Exchange, which is located at 20 Broad Street, New York, New York
10005.

   MCI WorldCom filed a registration statement on Form S-4 on November 5, 1999,
to register with the Securities and Exchange Commission the WorldCom capital
stock to be issued to Sprint stockholders in the merger. This proxy
statement/prospectus is a part of that registration statement and constitutes a
prospectus of MCI WorldCom in addition to being a proxy statement of MCI
WorldCom and Sprint. As allowed by Securities

                                      205
<PAGE>

and Exchange Commission rules, this proxy statement/prospectus does not contain
all the information you can find in MCI WorldCom's registration statement or
the exhibits to the registration statement.

   The Securities and Exchange Commission allows MCI WorldCom and Sprint to
"incorporate by reference" information into this proxy statement/prospectus,
which means that the companies can disclose important information to you by
referring you to other documents filed separately with the Securities and
Exchange Commission. The information incorporated by reference is considered
part of this proxy statement/prospectus, except for any information superseded
by information contained directly in this proxy statement/prospectus or in
later filed documents incorporated by reference in this proxy
statement/prospectus.

   This proxy statement/prospectus incorporates by reference the documents set
forth below that MCI WorldCom and Sprint have previously filed with the
Securities and Exchange Commission. These documents contain important business
and financial information about MCI WorldCom and Sprint that is not included in
or delivered with this proxy statement/prospectus.

<TABLE>
<CAPTION>
MCI WorldCom Filings
(File No. 000-11258,
formerly Resurgens
Communications Group, Inc.
(File No. 1-10415))                                   Period
- --------------------------                            ------
<S>                               <C>
Annual Report on Form 10-K....... Fiscal year ended December 31, 1998

Quarterly Reports on Form 10-Q... Quarters ended March 31, 1999, June 30, 1999
                                  and September 30, 1999

Proxy Statement.................. Filed April 23, 1999

Current Reports on Form 8-K...... Form 8-K/A dated August 25, 1996 (filed
                                  December 19, 1997), Form 8-K/A-3 dated
                                  November 9, 1997 (filed May 28, 1998), Form
                                  8-K dated July 12, 1999 (filed July 12,
                                  1999), Form 8-K dated October 4, 1999 (filed
                                  October 6, 1999), Form 8-K dated October 5,
                                  1999 (filed October 15, 1999) and Form 8-K
                                  dated November 5, 1999 (filed November 5,
                                  1999)

The description of MCI WorldCom
common stock set forth in the
Registrant's Registration         Resurgens' Registration Statement on Form 8-A
Statement on Form 8-A............ dated December 12, 1989, as updated by the
                                  descriptions contained in the MCI WorldCom's
                                  Registration Statement on Form S-4 (File No.
                                  333-16015), as declared effective by the
                                  Securities and Exchange Commission on
                                  November 14, 1996, which includes the Joint
                                  Proxy Statement/Prospectus dated November 14,
                                  1996 with respect to the MCI WorldCom's
                                  Special Meeting of Shareholders held on
                                  December 20, 1996, under the following
                                  captions: "Description of WorldCom Capital
                                  Stock" and "Comparative Rights of
                                  Shareholders" and by the descriptions
                                  contained in MCI WorldCom's Proxy Statement
                                  dated April 23, 1999 under the following
                                  captions: "Approval of Amendment to Second
                                  Amended and Restated Articles of
                                  Incorporation, as Amended, To Increase
                                  Authorized Shares of Common Stock" and
                                  "Future Proposals of Security Holders".

</TABLE>

                                      206
<PAGE>

<TABLE>
<CAPTION>
MCI WorldCom Filings
(File No. 000-11258,
formerly Resurgens
Communications Group, Inc.
(File No. 1-10415))                                                         Period
- --------------------------                                                  ------
<S>                                                     <C>
The description of the MCI WorldCom rights to
acquire preferred stock set forth in the Registrant's
Registration Statement on Form 8-A....................  MCI WorldCom's Registration Statement on Form
                                                        8-A dated August 26, 1996, as updated by MCI
                                                        WorldCom's Current Report on Form 8-K dated
                                                        May 22, 1997 (filed June 6, 1997).

The description of MCI WorldCom series C
preferred stock set forth in the Registrant's
Registration Statement on Form 8-A....................  Dated August 26, 1999 (filed August 26,
                                                        1999).
<CAPTION>
Sprint Filings (File No. 1-04721)                                           Period
- ---------------------------------                                           ------
<S>                                                     <C>
Annual Report on Form 10-K............................  Fiscal Year ended December 31, 1998

Quarterly Reports on Form 10-Q........................  Quarters ended March 31, 1999, June 30, 1999
                                                        and September 30, 1999

Current Reports on Form 8-K...........................  Dated February 2, 1999, April 20, 1999, May
                                                        3, 1999, June 13, 1999, as amended, July 21,
                                                        1999, October 5, 1999, October 20, 1999 and
                                                        January 26, 2000

Proxy Statement.......................................  Filed March 17, 1999

The description of Sprint FON common stock set
forth in the Sprint Registration Statement on
Form 8-A..............................................  Filed under Section 12 of the Exchange Act on
                                                        November 22, 1999

The description of Sprint PCS common stock set forth
in the Sprint Registration Statement on Form 8-A......
                                                        Filed under Section 12 of the Exchange Act on
                                                        August 10, 1999

The description of Sprint FON group rights to
acquire junior preferred stock set forth in the Sprint
Registration Statement on Form 8-A....................  Filed under Section 12 of the Exchange Act on
                                                        August 4, 1999

The description of Sprint PCS group rights to
acquire junior preferred stock set forth in the Sprint
Registration Statement on Form 8-A....................  Filed under Section 12 of the Exchange Act on
                                                        July 26, 1999
</TABLE>

   MCI WorldCom and Sprint also incorporate by reference additional documents
that may be filed with the Securities and Exchange Commission under section
13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy
statement/prospectus and the date of the MCI WorldCom special meeting and the
date of the Sprint special meeting, as applicable. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, as well as proxy statements.

   MCI WorldCom has supplied all information contained or incorporated by
reference in this proxy statement/prospectus relating to MCI WorldCom, and
Sprint has supplied all such information relating to Sprint.

                                      207
<PAGE>

   Sprint stockholders should not send in their Sprint stock certificates until
they receive the transmittal materials from the exchange agent. Sprint
stockholders of record who have further questions about their stock
certificates or the exchange of their Sprint common stock for MCI WorldCom
common stock should call the exchange agent.

   If you are a MCI WorldCom shareholder or a Sprint stockholder, we may have
sent you some of the documents incorporated by reference, but you can also
obtain any of them through the companies, the Securities and Exchange
Commission or the Securities and Exchange Commission's Internet web site as
described above. Documents incorporated by reference are available from the
companies without charge, excluding all exhibits, except that if the companies
have specifically incorporated by reference an exhibit in this proxy
statement/prospectus, the exhibit will also be provided without charge. You may
obtain documents incorporated by reference in this proxy statement/prospectus
by requesting them in writing or by telephone from the appropriate company at
the following addresses and telephone numbers:

         MCI WORLDCOM, Inc.                        Sprint Corporation
      500 Clinton Center Drive                2330 Shawnee Mission Parkway
     Clinton, Mississippi 39056                  Westwood, Kansas 66205
    Attention: Investor Relations             Attention: Investor Relations
             Department                                Department
    Telephone: (877) 624-9266 or                Telephone: (800) 259-3755
                (601) 460-5600

   You should rely only on the information contained or incorporated by
reference in this proxy statement/prospectus. We have not authorized anyone to
provide you with information that is different from what is contained in this
proxy statement/prospectus. This proxy statement/prospectus is dated  . , 2000.
You should not assume that the information contained in this proxy
statement/prospectus is accurate as of any date other than that date. Neither
the mailing of this proxy statement/prospectus to MCI WorldCom and Sprint
stockholders nor the issuance of WorldCom capital stock in the merger creates
any implication to the contrary.


                                      208
<PAGE>

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

                                                                         ANNEX 1


                                    FORM OF

                              AMENDED AND RESTATED

                          AGREEMENT AND PLAN OF MERGER

                        DATED AS OF MARCH  . , 2000

                                    BETWEEN

                               MCI WORLDCOM, INC.

                                      and

                               SPRINT CORPORATION




- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS

                              ARTICLE I THE MERGER

<TABLE>
 <C>  <S>                                                                   <C>
 1.1  The Merger..........................................................   1-1
 1.2  Closing.............................................................   1-1
 1.3  Effective Time......................................................   1-2
 1.4  Effects of the Merger...............................................   1-2
 1.5  Articles of Incorporation...........................................   1-2
 1.6  Bylaws..............................................................   1-2
 1.7  Certain Surviving Corporation Matters...............................   1-2
 1.8  Effect on Capital Stock.............................................   1-2

                      ARTICLE II EXCHANGE OF CERTIFICATES

 2.1  Exchange Agent......................................................   1-6
 2.2  Exchange Procedures.................................................   1-6
 2.3  Distributions with Respect to Unexchanged Shares....................   1-7
 2.4  No Further Ownership Rights in Sprint Capital Stock.................   1-7
 2.5  No Fractional Shares of MCI WorldCom Capital Stock..................   1-7
 2.6  No Liability........................................................   1-7
 2.7  Lost Certificates...................................................   1-8
 2.8  Withholding Rights..................................................   1-8
 2.9  Stock Transfer Books................................................   1-8

                   ARTICLE III REPRESENTATIONS AND WARRANTIES

 3.1  Representations and Warranties of Sprint............................   1-8
      (a) Organization, Standing and Power................................   1-8
      (b) Capital Structure...............................................   1-9
      (c) Authority; No Conflicts.........................................  1-10
      (d) Reports and Financial Statements................................  1-11
      (e) Information Supplied............................................  1-11
      (f) Litigation......................................................  1-11
      (g) Compliance with Applicable Laws.................................  1-12
      (h) State Takeover Statutes; Approvals..............................  1-12
      (i) Intellectual Property; Year 2000................................  1-12
      (j) Absence of Certain Changes or Events............................  1-13
      (k) Vote Required...................................................  1-13
      (l) Sprint Rights Agreement.........................................  1-13
      (m) Brokers or Finders..............................................  1-13
      (n) Opinion of Financial Advisor....................................  1-13
      (o) Absence of Changes in Sprint's Benefit Plans....................  1-14
      (p) ERISA Compliance; No Parachute Payments.........................  1-14
      (q) Taxes...........................................................  1-15
 3.2  Representations and Warranties of MCI WorldCom......................  1-16
      (a) Organization, Standing and Power................................  1-16
      (b) Capital Structure...............................................  1-16
      (c) Authority; No Conflicts.........................................  1-17
      (d) Reports and Financial Statements................................  1-17
      (e) Information Supplied............................................  1-18
      (f) Litigation......................................................  1-18
      (g) Compliance with Applicable Laws.................................  1-18
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>   <C>                                                                                           <C>
      (h) State Takeover Statutes; Approvals....................................................... 1-18
      (i) Intellectual Property; Year 2000......................................................... 1-19
      (j) Absence of Certain Changes or Events..................................................... 1-19
      (k) Vote Required............................................................................ 1-20
      (l) MCI WorldCom Rights Agreement............................................................ 1-20
      (m) Brokers or Finders....................................................................... 1-20
      (n) Opinion of Financial Advisor............................................................. 1-20
      (o) ERISA Compliance......................................................................... 1-20
      (p) Taxes.................................................................................... 1-21

              ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS

4.1   Covenants of Sprint.......................................................................... 1-22
      (a) Ordinary Course.......................................................................... 1-22
      (b) Dividends; Changes in Share Capital...................................................... 1-22
      (c) Issuance of Securities................................................................... 1-22
      (d) Governing Documents...................................................................... 1-23
      (e) No Acquisitions.......................................................................... 1-23
      (f) No Dispositions.......................................................................... 1-23
      (g) Indebtedness; Investments................................................................ 1-23
      (h) New Line of Business; Capital Expenditures............................................... 1-24
      (i) Tax-Free Qualification................................................................... 1-24
      (j) Other Actions............................................................................ 1-24
      (k) Accounting Methods....................................................................... 1-24
      (l) Representations and Warranties........................................................... 1-24
      (m) Authorization of the Foregoing........................................................... 1-24
4.2   Covenants of MCI WorldCom.................................................................... 1-24
      (a) Ordinary Course.......................................................................... 1-24
      (b) Dividends; Changes in Share Capital...................................................... 1-24
      (c) No Acquisitions.......................................................................... 1-25
      (d) No Dispositions.......................................................................... 1-25
      (e) Tax-Free Qualification................................................................... 1-25
      (f) Other Actions............................................................................ 1-25
      (g) Representations and Warranties........................................................... 1-25
      (h) Authorization of the Foregoing........................................................... 1-25
4.3   Control of Other Party's Business............................................................ 1-25
4.4   FT/DT Arrangements........................................................................... 1-25

                        ARTICLE V ADDITIONAL AGREEMENTS

5.1   Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meetings.. 1-26
5.2   Access to Information........................................................................ 1-27
5.3   Reasonable Best Efforts...................................................................... 1-27
5.4   No Solicitation by Sprint.................................................................... 1-29
5.5   No Solicitation by MCI WorldCom.............................................................. 1-30
5.6   Sprint Stock Options......................................................................... 1-32
5.7   Employee Matters............................................................................. 1-33
5.8   Fees and Expenses............................................................................ 1-34
5.9   Indemnification, Exculpation and Insurance................................................... 1-35
5.10  Sprint Rights Agreement...................................................................... 1-36
5.11  MCI WorldCom Rights Agreement................................................................ 1-36
5.12  Public Announcements......................................................................... 1-36
5.13  Listing...................................................................................... 1-36
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>   <C>                                                                                          <C>
5.14  Redemption of Sprint First Series Preferred Stock and Sprint Second Series Preferred Stock.. 1-36
5.15  Affiliate Letter............................................................................ 1-36
5.16  Tax Treatment............................................................................... 1-36
5.17  Assumption Agreement and Supplemental Indentures............................................ 1-37
5.18  Other Actions............................................................................... 1-37

                        ARTICLE VI CONDITIONS PRECEDENT

6.1   Conditions to Each Party's Obligation to Effect the Merger.................................. 1-37
      (a) Stockholder Approvals................................................................... 1-37
      (b) No Injunctions or Restraints; Illegality................................................ 1-37
      (c) FCC and Public Utility Commission Approvals............................................. 1-37
      (d) HSR Act................................................................................. 1-37
      (e) EU Antitrust............................................................................ 1-38
      (f) Nasdaq Listing.......................................................................... 1-38
      (g) Effectiveness of the Form S-4........................................................... 1-38
6.2   Additional Conditions to Obligations of MCI WorldCom........................................ 1-38
      (a) Representations and Warranties.......................................................... 1-38
      (b) Performance of Obligations of Sprint.................................................... 1-38
      (c) Tax Opinion............................................................................. 1-38
      (d) No Material Adverse Change.............................................................. 1-39
6.3   Additional Conditions to Obligations of Sprint.............................................. 1-39
      (a) Representations and Warranties.......................................................... 1-39
      (b) Performance of Obligations of MCI WorldCom.............................................. 1-39
      (c) Tax Opinion............................................................................. 1-39
      (d) No Material Adverse Change.............................................................. 1-39

                     ARTICLE VII TERMINATION AND AMENDMENT

7.1   Termination................................................................................. 1-39
7.2   Effect of Termination....................................................................... 1-40
7.3   Amendment................................................................................... 1-41
7.4   Extension; Waiver; Consent.................................................................. 1-41

                        ARTICLE VIII GENERAL PROVISIONS

8.1   Non-Survival of Representations, Warranties and Agreements.................................. 1-41
8.2   Notices..................................................................................... 1-41
8.3   Interpretation.............................................................................. 1-42
8.4   Counterparts................................................................................ 1-42
8.5   Entire Agreement; No Third Party Beneficiaries.............................................. 1-42
8.6   Governing Law............................................................................... 1-43
8.7   Severability................................................................................ 1-43
8.8   Assignment.................................................................................. 1-43
8.9   Submission to Jurisdiction; Waivers......................................................... 1-43
8.10  Enforcement................................................................................. 1-43
8.11  Definitions................................................................................. 1-43

Exhibit A  Amendments to Articles of Incorporation of MCI WorldCom
Exhibit B  Amendments to Bylaws of MCI WorldCom
Annex 1    Certain Matters Relating to Surviving Corporation
Appendix 1 Form of MCI WorldCom Tax Opinion
Appendix 2 Form of Sprint Tax Opinion
Appendix 3 Form of MCI WorldCom Representations Letter
Appendix 4 Form of Sprint Representations Letter
</TABLE>

                                      iii
<PAGE>


   AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of March ., 2000
(this "Agreement"), between MCI WORLDCOM, INC., a Georgia corporation ("MCI
WorldCom"), and SPRINT CORPORATION, a Kansas corporation ("Sprint").

                                  WITNESSETH:

   WHEREAS, MCI WorldCom and Sprint entered into an Agreement and Plan of
Merger, dated as of October 4, 1999 (the "Original Merger Agreement"), and they
now desire to amend and restate the Original Merger Agreement (it being
understood that all references to "the date hereof" or "the date of this
Agreement" refer to October 4, 1999);

   WHEREAS, the respective Boards of Directors of MCI WorldCom and Sprint have
each determined that the merger of Sprint with and into MCI WorldCom (the
"Merger") is in the best interests of their respective stockholders, such
Boards of Directors have adopted resolutions approving the Merger and
recommending that their respective stockholders adopt and approve this
Agreement, and the Board of Directors of Sprint has also determined that the
terms of the Merger are fair to holders of Sprint FON Stock, taken as a
separate class, and holders of Sprint PCS Stock, taken as a separate class,
upon the terms and subject to the conditions set forth in this Agreement,
pursuant to which each outstanding share of capital stock of Sprint issued and
outstanding immediately prior to the Effective Time, other than shares owned or
held by MCI WorldCom or Sprint and other than Dissenting Shares, will be
converted into the right to receive the applicable Merger Consideration as set
forth in Section 1.8;

   WHEREAS, MCI WorldCom and Sprint desire to make certain representations,
warranties, covenants and agreements in connection with the transactions
contemplated hereby and also to prescribe various conditions to the
transactions contemplated hereby;

   WHEREAS, MCI WorldCom and Sprint intend, by approving resolutions
authorizing this Agreement, to adopt this Agreement as a plan of reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations promulgated thereunder; and

   WHEREAS, Sprint has entered into or is entering into the MTA Transaction
Documents with France Telecom S.A. ("FT"), Deutsche Telekom A.G. ("DT") and
certain other parties thereto relating to the interest of Sprint and its
Subsidiaries in the Global One joint venture and the investment by FT and DT
and certain of their Subsidiaries in Sprint.

   NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein and
intending to be legally bound hereby, the parties hereto agree as follows:

                                   ARTICLE I

                                   The Merger

   1.1 The Merger. Upon the terms and subject to the conditions set forth in
this Agreement, and in accordance with the Kansas General Corporation Code (the
"KGCC") and the Georgia Business Corporation Code (the "GBCC"), Sprint shall be
merged with and into MCI WorldCom at the Effective Time. Following the Merger,
the separate corporate existence of Sprint shall cease and MCI WorldCom shall
continue as the surviving corporation (the "Surviving Corporation").

   1.2 Closing. The closing of the Merger (the "Closing") will take place at
10:00 a.m., New York City time, on the second Business Day after the
satisfaction or (subject to applicable law) waiver of the conditions (excluding
conditions that, by their terms, cannot be satisfied until the Closing Date)
set forth in Article VI (the "Closing Date"), unless another time or date is
agreed to in writing by the parties hereto. The Closing shall be held at the
offices of Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New
York, New York, 10019, unless another place is agreed to in writing by the
parties hereto.

                                      1-1
<PAGE>

   1.3 Effective Time. As soon as practicable following the Closing, the
parties shall (a) (i) file a certificate of merger (the "Kansas Certificate of
Merger") in such form as is required by and executed in accordance with the
relevant provisions of the KGCC and (ii) make all other filings or recordings
required under the KGCC, and (b) (i) file a certificate of merger (the "Georgia
Certificate of Merger") in such form as is required by and executed in
accordance with the relevant provisions of the GBCC and (ii) make all other
filings or recordings required under the GBCC. The Merger shall become
effective upon the later to occur of the filing of (i) the Kansas Certificate
of Merger with the Kansas Secretary of State and (ii) the Georgia Certificate
of Merger with the Georgia Secretary of State, or at such subsequent time as
MCI WorldCom and Sprint shall agree and be specified in the Kansas Certificate
of Merger and the Georgia Certificate of Merger (the date and time the Merger
becomes effective being the "Effective Time").

   1.4 Effects of the Merger. At and after the Effective Time, the Merger will
have the effects set forth in the KGCC and GBCC. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time, all
the property, rights, privileges, powers and franchises of Sprint shall be
vested in the Surviving Corporation, and all debts, liabilities and duties of
Sprint shall become the debts, liabilities and duties of the Surviving
Corporation. Without limiting the generality of the foregoing, at the Effective
Time, the Surviving Corporation hereby expressly assumes all of Sprint's
obligations in respect of the rights of the other parties granted pursuant to
the Amended and Restated Stockholders' Agreement dated as of November 23, 1998,
as amended (as amended by the MTA), the Amended and Restated Registration
Rights Agreement dated as of November 23, 1998, as amended (as amended by the
MTA), the Amended and Restated Standstill Agreement dated as of November 23,
1998 (as amended by the MTA), in each case between Sprint, FT, DT and certain
other parties thereto, the Qualified Subsidiary Standstill Agreement dated
December 29, 1999 (as amended by the MTA) between Sprint and a Subsidiary of
DT, and the MTA Transaction Documents.

   1.5 Articles of Incorporation. The articles of incorporation of MCI
WorldCom, as in effect immediately prior to the Effective Time, shall be
amended as of the Effective Time as set forth in Exhibit A hereto and, as so
amended, such articles of incorporation shall be the articles of incorporation
of the Surviving Corporation until thereafter changed or amended as provided
therein or by applicable law.

   1.6 Bylaws. The Bylaws of MCI WorldCom, as in effect immediately prior to
the Effective Time, shall be amended as of the Effective Time as set forth in
Exhibit B hereto and, as so amended, such Bylaws shall be the Bylaws of the
Surviving Corporation until thereafter changed or amended as provided therein
or by applicable law.

   1.7 Certain Surviving Corporation Matters. MCI WorldCom and Sprint shall
cause the matters set forth in Annex 1 hereto regarding the Surviving
Corporation to be effected as of the Effective Time.

   1.8 Effect on Capital Stock.

   (a) As contemplated by Exhibit A, at the Effective Time, the articles of
incorporation of MCI WorldCom will be amended to provide for the creation of
the following series of capital stock of:

     (i) Common Stock, Series 2, par value $0.01 per share (the "MCI WorldCom
  Series 2 Common Stock");

     (ii) PCS Common Stock, Series 1, par value $1.00 per share (the "MCI
  WorldCom Series 1 PCS Stock");

     (iii) PCS Common Stock, Series 2, par value $1.00 per share (the "MCI
  WorldCom Series 2 PCS Stock" and, together with the MCI WorldCom Series 1
  PCS Stock, the "MCI WorldCom PCS Stock");

     (iv) Series 5 Preferred Stock, par value $0.01 per share (the "MCI
  WorldCom Series 5 Preferred Stock");

                                      1-2
<PAGE>

     (v) Series 7 Preferred Stock, par value $0.01 per share (the "MCI
  WorldCom Series 7 Preferred Stock"); and

     (vi) Series 8 Junior Participating Preferred Stock, par value $0.01 per
  share.

   The foregoing series of capital stock, together with the series and classes
of capital stock of MCI WorldCom authorized as of the date hereof, are hereby
collectively referred to as "MCI WorldCom Capital Stock".

   (b) At the Effective Time by virtue of the Merger and without any action on
the part of the holder thereof (in each of the following cases other than such
shares owned or held by MCI WorldCom or Sprint, which shall automatically be
retired and shall cease to exist, and no consideration shall be delivered in
exchange therefor, and other than Dissenting Shares):

   (i) each share of Old Class A Common Stock, par value $2.50 per share, of
Sprint ("Sprint Series FT Common Stock") issued and outstanding immediately
prior to the Effective Time will be converted into the right to receive
(collectively, the "Series FT Merger Consideration"):

     (A) that number of shares of common stock, par value $0.01 per share, of
  MCI WorldCom ("MCI WorldCom Common Stock") equal to the sum of

       (x) the Number Of Shares Issuable With Respect To The Old Class A
    Equity Interest In The FON Group (as defined in Sprint's articles of
    incorporation) represented by such share of Sprint Series FT Common
    Stock immediately prior to the Effective Time times the FON Exchange
    Ratio and

       (y) the Number Of Shares Issuable With Respect To The Old Class A
    Equity Interest In The PCS Group (as defined in Sprint's articles of
    incorporation) represented by such share of Sprint Series FT Common
    Stock immediately prior to the Effective Time times the PCS Exchange
    Ratio,

     and

     (B) that number of shares of MCI WorldCom Series 1 PCS Stock equal to
  the Number Of Shares Issuable With Respect To The Old Class A Equity
  Interest In The PCS Group (as defined in Sprint's articles of
  incorporation) represented by such share of Sprint Series FT Common Stock
  immediately prior to the Effective Time;

   (ii) each share of Class A Common Stock, Series DT, par value $2.50 per
share, of Sprint ("Sprint Series DT Common Stock" and, together with the Sprint
Series FT Common Stock, the "Sprint Class A Common Stock") issued and
outstanding immediately prior to the Effective Time will be converted into the
right to receive (collectively, the "Series DT Merger Consideration"):

       (A) that number of shares of MCI WorldCom Common Stock equal to the sum
of

       (x) the Number Of Shares Issuable With Respect To The Class A--
    Series DT Equity Interest In The FON Group (as defined in Sprint's
    articles of incorporation) represented by such share of Sprint Series
    DT Common Stock immediately prior to the Effective Time times the FON
    Exchange Ratio and

       (y) the Number Of Shares Issuable With Respect To The Class A--
    Series DT Equity Interest In The PCS Group (as defined in Sprint's
    articles of incorporation) represented by such share of Sprint Series
    DT Common Stock immediately prior to the Effective Time times the PCS
    Exchange Ratio,

     and

     (B) that number of shares of MCI WorldCom Series 1 PCS Stock equal to
  the Number Of Shares Issuable With Respect To The Class A--Series DT Equity
  Interest In The PCS Group (as defined in Sprint's articles of
  incorporation) represented by such share of Sprint Series DT Common Stock
  immediately prior to the Effective Time;


                                      1-3
<PAGE>

     (iii) each share of Series 1 FON Stock, par value $2.00 per share, of
  Sprint ("Sprint Series 1 FON Stock") issued and outstanding immediately
  prior to the Effective Time will be converted into the right to receive
  that number of shares of MCI WorldCom Common Stock equal to the FON
  Exchange Ratio (the "Series 1 FON Merger Consideration");

     (iv) each share of Series 3 FON Stock, par value $2.00 per share, of
  Sprint ("Sprint Series 3 FON Stock" and, together with the Sprint Series 1
  FON Stock and the Series 2 FON Stock, par value $2.00 per share, of Sprint
  ("Sprint Series 2 FON Stock"), the "Sprint FON Stock"), issued and
  outstanding immediately prior to the Effective Time will be converted into
  the right to receive a number of shares of MCI WorldCom Common Stock equal
  to the FON Exchange Ratio (the "Series 3 FON Merger Consideration");

     (v) each share of Series 1 PCS Stock, par value $1.00 per share, of
  Sprint ("Sprint Series 1 PCS Stock") issued and outstanding immediately
  prior to the Effective Time will be converted into the right to receive (A)
  one share of MCI WorldCom Series 1 PCS Stock and (B) that number of shares
  of MCI WorldCom Common Stock equal to the PCS Exchange Ratio (collectively,
  the "Series 1 PCS Merger Consideration");

     (vi) each share of Series 2 PCS Stock, par value $1.00 per share, of
  Sprint ("Sprint Series 2 PCS Stock") issued and outstanding immediately
  prior to the Effective Time will be converted into the right to receive (A)
  one share of MCI WorldCom Series 2 PCS Stock and (B) a number of shares of
  MCI WorldCom Series 2 Common Stock equal to the PCS Exchange Ratio
  (collectively, the "Series 2 PCS Merger Consideration");

     (vii) each share of Series 3 PCS Stock, par value $1.00 per share, of
  Sprint ("Sprint Series 3 PCS Stock" and, together with the Sprint Series 1
  PCS Stock and the Sprint Series 2 PCS Stock, the "Sprint PCS Stock") issued
  and outstanding immediately prior to the Effective Time will be converted
  into the right to receive (A) one share of MCI WorldCom Series 1 PCS Stock
  and (B) a number of shares of MCI WorldCom Common Stock equal to the PCS
  Exchange Ratio (collectively, the "Series 3 PCS Merger Consideration" and,
  together with the Series 1 PCS Merger Consideration and the Series 2 PCS
  Merger Consideration, the "PCS Stock Merger Consideration");

     (viii) each share of Preferred Stock-First Series, Convertible, without
  par value, of Sprint ("Sprint First Series Preferred Stock") shall be
  redeemed by Sprint prior to the Effective Time pursuant to Section 5.14;

     (ix) each share of Preferred Stock-Second Series, Convertible, without
  par value, of Sprint ("Sprint Second Series Preferred Stock") shall be
  redeemed by Sprint prior to the Effective Time pursuant to Section 5.14;

     (x) each share of Preferred Stock-Fifth Series, without par value, of
  Sprint ("Sprint Fifth Series Preferred Stock") issued and outstanding
  immediately prior to the Effective Time will be converted into the right to
  receive one share of MCI WorldCom Series 5 Preferred Stock (the "Fifth
  Series Preferred Merger Consideration"); and

     (xi) each share of Preferred Stock-Seventh Series, Convertible, without
  par value, of Sprint ("Sprint Seventh Series Preferred Stock" and, together
  with the Sprint First Series Preferred Stock, the Sprint Second Series
  Preferred Stock and the Sprint Fifth Series Preferred Stock, the "Sprint
  Preferred Stock") issued and outstanding immediately prior to the Effective
  Time will be converted into the right to receive one share of MCI WorldCom
  Series 7 Preferred Stock (the "Seventh Series Preferred Merger
  Consideration").

   The Sprint Class A Common Stock, the Sprint FON Stock and the Sprint PCS
Stock are referred to herein collectively as the "Sprint Common Stock". The
Sprint Common Stock and the Sprint Preferred Stock are referred to herein
collectively as the "Sprint Capital Stock". Shares of Sprint Capital Stock that
are convertible by the holders thereof or by Sprint into a different class or
series of Sprint Capital Stock pursuant to the terms of Sprint's articles of
incorporation are referred to herein collectively as the "Sprint Conversion
Securities".


                                      1-4
<PAGE>

   The Series 1 FON Merger Consideration and the Series 3 FON Merger
Consideration are referred to herein collectively as the "FON Stock Merger
Consideration". The Fifth Series Preferred Merger Consideration and the Seventh
Series Preferred Merger Consideration are referred to collectively herein as
the "Preferred Stock Merger Consideration". The Series FT Merger Consideration,
the Series DT Merger Consideration, the FON Stock Merger Consideration, the PCS
Stock Merger Consideration and the Preferred Stock Merger Consideration are
referred to herein collectively as the "Merger Consideration".

   (c) As a result of the Merger and without any action on the part of the
holders thereof, at the Effective Time, all shares of Sprint Capital Stock
shall cease to be outstanding and shall be canceled and retired and shall cease
to exist, and each holder of a certificate which immediately prior to the
Effective Time represented any such shares of Sprint Capital Stock (a
"Certificate") shall thereafter cease to have any rights with respect to such
shares of Sprint Capital Stock, except the right to receive the applicable
Merger Consideration and any cash in lieu of fractional shares of applicable
MCI WorldCom Capital Stock to be issued in consideration therefor and any
dividends or other distributions to which holders of Sprint Capital Stock
become entitled all in accordance with Article II upon the surrender of such
certificate.

   (d) Each share of Sprint Capital Stock issued and owned or held by MCI
WorldCom or Sprint at the Effective Time shall, by virtue of the Merger, cease
to be outstanding and shall be canceled and retired and no stock of MCI
WorldCom or other consideration shall be delivered in exchange therefor.

   (e) (i) Notwithstanding anything in this Agreement to the contrary and
unless provided for by applicable law, shares of Sprint Series FT Common Stock,
Sprint Series DT Common Stock, Sprint Series 3 FON Stock, Sprint Series 2 PCS
Stock, Sprint Series 3 PCS Stock, Sprint Fifth Series Preferred Stock and
Sprint Seventh Series Preferred Stock that are issued and outstanding
immediately prior to the Effective Time and that are owned by stockholders who
have properly perfected their rights of appraisal within the meaning of Section
17-6712 of the KGCC (the "Sprint Dissenting Shares") shall not be converted
into the right to receive the Series FT Merger Consideration, the Series DT
Merger Consideration, the Series 3 FON Merger Consideration, the Series 2 PCS
Merger Consideration, the Series 3 PCS Merger Consideration, the Fifth Series
Preferred Merger Consideration and the Seventh Series Preferred Merger
Consideration, respectively, unless and until such stockholders shall have
failed to perfect their right of payment under applicable law, but, instead,
the holders thereof shall be entitled to payment of the appraised value of such
Sprint Dissenting Shares in accordance with Section 17-6712 of the KGCC. If any
such holder shall have failed to perfect or shall have effectively withdrawn or
lost such right of appraisal, each share of Sprint Series FT Common Stock,
Sprint Series DT Common Stock, Sprint Series 3 FON Stock, Sprint Series 2 PCS
Stock, Sprint Series 3 PCS Stock, Sprint Fifth Series Preferred Stock and
Sprint Seventh Series Preferred Stock held by such stockholder shall thereupon
be deemed to have been converted into the right to receive and become
exchangeable for, at the Effective Time, the Series FT Merger Consideration,
the Series DT Merger Consideration, the Series 3 FON Merger Consideration, the
Series 2 PCS Merger Consideration, the Series 3 PCS Merger Consideration, the
Fifth Series Preferred Merger Consideration and the Seventh Series Preferred
Merger Consideration, respectively, in the manner provided for in Section
1.8(b).

   (ii) Sprint shall give MCI WorldCom (A) prompt notice of any objections
filed pursuant to Section 17-6712 of the KGCC received by Sprint, withdrawals
of such objections and any other instruments served in connection with such
objections pursuant to the KGCC and received by Sprint and (B) the opportunity
to direct all negotiations and proceedings with respect to objections under the
KGCC consistent with the obligations of Sprint thereunder. Sprint shall not,
except with the prior written consent of MCI WorldCom, (x) make any payment
with respect to any such objection, (y) offer to settle or settle any such
objection or (z) waive any failure to timely deliver a written objection in
accordance with the KGCC.

   (f) (i) Notwithstanding anything in this Agreement to the contrary and
unless provided for by applicable law, holders of shares of MCI WorldCom Series
B Preferred Stock that are issued and outstanding immediately prior to the
Effective Time and that are owned by stockholders who have properly perfected
their rights of

                                      1-5
<PAGE>

appraisal within the meaning of Section 14-2-1301 et seq. of the GBCC (the "MCI
WorldCom Dissenting Shares") shall be entitled to payment of the fair value of
such MCI WorldCom Dissenting Shares determined in accordance with Section 14-2-
1301 et seq. of the GBCC. If any such holder shall have failed to perfect or
shall have effectively withdrawn or lost such right of appraisal, each share of
MCI WorldCom Series B Preferred Stock held by such stockholder shall thereupon
be deemed to remain issued and outstanding and unchanged as a validly issued,
fully paid and nonassessable share of capital stock of the Surviving
Corporation.

   (ii) MCI WorldCom shall give Sprint (A) prompt notice of MCI WorldCom's
receipt of any notice of intent to demand payment pursuant to Section 14-2-1301
et seq. of the GBCC, withdrawals of such notice and any other instruments
served in connection with such notice pursuant to the GBCC and received by MCI
WorldCom and (B) the opportunity to direct all negotiations and proceedings
with respect to such notice under the GBCC consistent with the obligations of
MCI WorldCom thereunder.

                                   ARTICLE II

                            Exchange of Certificates

   2.1 Exchange Agent. Prior to the Effective Time, MCI WorldCom shall appoint
The Bank of New York or another commercial bank or trust company reasonably
satisfactory to Sprint to act as exchange agent hereunder for the purpose of
exchanging Certificates for the applicable Merger Consideration (the "Exchange
Agent"). At or prior to the Effective Time, MCI WorldCom shall deposit with the
Exchange Agent, in trust for the benefit of holders of shares of Sprint Capital
Stock, certificates representing the applicable MCI WorldCom Capital Stock
issuable pursuant to Section 1.8 in exchange for outstanding shares of Sprint
Capital Stock in the Merger pursuant to Section 1.8. MCI WorldCom agrees to
make available to the Exchange Agent from time to time as needed, cash
sufficient to pay cash in lieu of fractional shares pursuant to Section 2.5 and
any dividends and other distributions pursuant to Section 2.3.

   2.2 Exchange Procedures. As soon as reasonably practicable after the
Effective Time, the Surviving Corporation shall cause the Exchange Agent to
mail to each holder of a Certificate (i) a letter of transmittal which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon delivery of the Certificates to the Exchange
Agent, and which letter shall be in such form and have such other provisions as
MCI WorldCom may reasonably specify and (ii) instructions for effecting the
surrender of such Certificates in exchange for the applicable Merger
Consideration. Upon surrender of a Certificate to the Exchange Agent together
with such letter of transmittal, duly executed and completed in accordance with
the instructions thereto, and such other documents as may reasonably be
required by the Exchange Agent, the holder of such Certificate, if it is a
Certificate for Sprint Capital Stock shall be entitled to receive in exchange
therefor (A) one or more shares of applicable MCI WorldCom Capital Stock
representing, in the aggregate, the whole number of shares that such holder has
the right to receive pursuant to Section 1.8, and (B) a check in the amount
equal to the cash that such holder has the right to receive pursuant to the
provisions of this Article II including cash in lieu of any fractional shares
of applicable MCI WorldCom Capital Stock pursuant to Section 2.5 and any
dividends or other distributions pursuant to Section 2.3, and in each case the
Certificate so surrendered shall forthwith be canceled. No interest will be
paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5.
In the event of a transfer of ownership of Sprint Capital Stock which is not
registered in the transfer records of Sprint, one or more shares of applicable
MCI WorldCom Capital Stock evidencing, in the aggregate, the proper number of
shares of applicable MCI WorldCom Capital Stock and a check in the proper
amount of cash in lieu of any fractional shares of applicable MCI WorldCom
Capital Stock pursuant to Section 2.5 and any dividends or other distributions
to which such holder is entitled pursuant to Section 2.3, may be issued with
respect to such Sprint Capital Stock to such a transferee if the Certificate
representing such shares of Sprint Capital Stock is presented to the Exchange
Agent, accompanied by all documents required to evidence and effect such
transfer and to evidence that any applicable stock transfer taxes have been
paid.


                                      1-6
<PAGE>

   2.3 Distributions with Respect to Unexchanged Shares. No dividends or other
distributions declared or made with respect to shares of MCI WorldCom Capital
Stock with a record date after the Effective Time shall be paid to the holder
of any unsurrendered Certificate with respect to the shares of MCI WorldCom
Capital Stock that such holder would be entitled to receive upon surrender of
such Certificate and no cash payment in lieu of fractional shares of MCI
WorldCom Capital Stock shall be paid to any such holder pursuant to Section 2.5
until such holder shall surrender such Certificate in accordance with Section
2.2. Subject to the effect of applicable laws, following surrender of any such
Certificate, there shall be paid to such holder of shares of MCI WorldCom
Capital Stock issuable in exchange therefor, without interest, (a) promptly
after the time of such surrender, the amount of any cash payable in lieu of
fractional shares of MCI WorldCom Capital Stock to which such holder is
entitled pursuant to Section 2.5 and the amount of dividends or other
distributions with a record date after the Effective Time theretofore paid with
respect to such whole shares of MCI WorldCom Capital Stock and (b) at the
appropriate payment date, the amount of dividends or other distributions with a
record date after the Effective Time but prior to such surrender and a payment
date subsequent to such surrender payable with respect to such shares of MCI
WorldCom Capital Stock.

   2.4 No Further Ownership Rights in Sprint Capital Stock. All shares of MCI
WorldCom Capital Stock issued and cash paid upon conversion of shares of Sprint
Capital Stock in accordance with the terms of Article I and this Article II
(including any cash paid pursuant to Section 2.3 or 2.5) shall be deemed to
have been issued or paid in full satisfaction of all rights pertaining to the
shares of Sprint Capital Stock, subject, however, to the Surviving
Corporation's obligation to pay any dividends or make any other distributions
with a record date prior to the Effective Time which may have been declared or
made by Sprint on such shares of Sprint Capital Stock which remain unpaid at
the Effective Time, and there shall be no further registration of transfers on
the stock transfer books of the Surviving Corporation of the shares of Sprint
Capital Stock which were outstanding immediately prior to the Effective Time.
If, after the Effective Time, Certificates are presented to the Surviving
Corporation or the Exchange Agent for any reason, they shall be canceled and
exchanged as provided in this Article II.

   2.5 No Fractional Shares of MCI WorldCom Capital Stock. (a) No certificates
or scrip or shares of MCI WorldCom Capital Stock representing fractional shares
of MCI WorldCom Capital Stock shall be issued upon the surrender for exchange
of Certificates and such fractional share interests will not entitle the owner
thereof to vote or to have any rights of a shareholder of MCI WorldCom or a
holder of shares of MCI WorldCom Capital Stock.

   (b) Notwithstanding any other provision of this Agreement, each holder of
shares of Sprint Common Stock exchanged pursuant to the Merger who would
otherwise have been entitled to receive a fraction of a share of applicable MCI
WorldCom Capital Stock (after taking into account all Certificates delivered by
such holder) shall receive, in lieu thereof, cash (without interest) in an
amount equal to the product of (i) such fractional part of a share of
applicable MCI WorldCom Capital Stock multiplied by (ii) the per share closing
price of applicable MCI WorldCom Common Stock quoted on Nasdaq on the Closing
Date. The fractional share interests of MCI WorldCom Capital Stock will be
aggregated, and no recordholder of Sprint Capital Stock will receive cash in an
amount equal to or greater than the value of one full share of MCI WorldCom
Capital Stock determined as of the Effective Time.

   2.6 No Liability. None of Sprint, MCI WorldCom, the Surviving Corporation or
the Exchange Agent shall be liable to any Person in respect of any Merger
Consideration, any dividends or distributions with respect thereto or any cash
in lieu of fractional shares of applicable MCI WorldCom Capital Stock, in each
case delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law. If any Certificate shall not have been
surrendered prior to three years after the Effective Time (or immediately prior
to such earlier date on which any Merger Consideration, any dividends or
distributions payable to the holder of such Certificate or any cash payable in
lieu of fractional shares of MCI WorldCom Capital Stock pursuant to this
Article II, would otherwise escheat to or become the property of any
Governmental Entity), any such Merger Consideration, dividends or distributions
in respect thereof or such cash shall, to the extent permitted by applicable
law, be delivered to MCI WorldCom, upon demand, and any holders of Sprint
Capital Stock who

                                      1-7
<PAGE>

have not theretofore complied with the provisions of this Article II shall
thereafter look only to MCI WorldCom for satisfaction of their claims for such
Merger Consideration, dividends or distributions in respect thereof or such
cash.

   2.7 Lost Certificates. If any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person claiming
such Certificate to be lost, stolen or destroyed and, if required by the
Surviving Corporation, the posting by such Person of a bond in such reasonable
amount as the Surviving Corporation may direct as indemnity against any claim
that may be made against it with respect to such Certificate, the Exchange
Agent will deliver in exchange for such lost, stolen or destroyed Certificate
the applicable Merger Consideration with respect to the shares of Sprint
Capital Stock formerly represented thereby, any cash in lieu of fractional
shares of MCI WorldCom Capital Stock, and unpaid dividends and distributions on
shares of MCI WorldCom Capital Stock deliverable in respect thereof, pursuant
to this Agreement.

   2.8 Withholding Rights. The Surviving Corporation shall be entitled to
deduct and withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of shares of Sprint Capital Stock such amounts as it is
required to deduct and withhold with respect to the making of such payment
under the Code and the rules and regulations promulgated thereunder, or any
provision of state, local or foreign tax law. To the extent that amounts are so
withheld by the Surviving Corporation such withheld amounts shall be treated
for all purposes of this Agreement as having been paid to the holder of the
shares of Sprint Capital Stock in respect of which such deduction and
withholding was made by the Surviving Corporation.

   2.9 Stock Transfer Books. At the close of business, New York City time, on
the day the Effective Time occurs, the stock transfer books of Sprint shall be
closed and there shall be no further registration of transfers of shares of
Sprint Capital Stock thereafter on the records of Sprint. From and after the
Effective Time, the holders of Certificates shall cease to have any rights with
respect to such shares of Sprint Capital Stock formerly represented thereby,
except as otherwise provided herein or by law. On or after the Effective Time,
any Certificates presented to the Exchange Agent or MCI WorldCom for any reason
shall be converted into the Merger Consideration with respect to the shares of
Sprint Capital Stock formerly represented thereby, any cash in lieu of
fractional shares of MCI WorldCom Capital Stock to which the holders thereof
are entitled pursuant to Section 2.5 and any dividends or other distributions
to which the holders thereof are entitled pursuant to Section 2.3.

                                  ARTICLE III

                         Representations and Warranties

   3.1 Representations and Warranties of Sprint. Except as disclosed in the
Sprint SEC Reports filed and publicly available prior to the date of this
Agreement (the "Sprint Filed SEC Reports") or as set forth in the Sprint
Disclosure Schedule delivered by Sprint to MCI WorldCom prior to the execution
of this Agreement (the "Sprint Disclosure Schedule"), Sprint represents and
warrants to MCI WorldCom as follows:

   (a) Organization, Standing and Power. Each of Sprint and its Significant
Subsidiaries is a corporation or other legal entity duly organized or formed,
validly existing and in good standing under the laws of its jurisdiction of
incorporation or organization, has all requisite corporate, partnership or
similar power and authority to own, lease and operate its properties and to
carry on its business as now being conducted and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its
business or the ownership or leasing of its properties makes such qualification
necessary other than in such jurisdictions where the failure so to qualify or
to be in good standing is not reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect on Sprint. The copies of the
articles of incorporation and by-laws of Sprint which were previously furnished
to MCI WorldCom are true, complete and correct copies of such documents as in
effect on the date of this Agreement.


                                      1-8
<PAGE>

   (b) Capital Structure. (i) As of September 30, 1999, the authorized capital
stock of Sprint consisted of (A) 100,000,000 shares of Sprint Series FT Common
Stock, of which 43,118,018 shares were outstanding, (B) 100,000,000 shares of
Sprint Series DT Common Stock, of which 43,118,018 shares were outstanding, (C)
2,500,000,000 shares of Sprint Series 1 FON Stock, of which 696,949,268 shares
were outstanding, (D) 500,000,000 shares of Sprint Series 2 FON Stock, of which
no shares were outstanding, (E) 1,200,000,000 shares of Sprint Series 3 FON
Stock, of which 88,111,036 shares were outstanding, (F) 1,250,000,000 shares of
Sprint Series 1 PCS Stock, of which 198,422,792 shares were outstanding, (G)
500,000,000 shares of Sprint Series 2 PCS Stock, of which 219,393,844 shares
were outstanding, (H) 600,000,000 shares of Sprint Series 3 PCS Stock, of which
13,089,418 shares were outstanding, and (I) 20,000,000 shares of Preferred
Stock, without par value, of which (I) 1,742,853 shares have been designated as
Sprint First Series Preferred Stock, of which 36,150 shares were outstanding,
(II) 8,758,472 shares have been designated as Sprint Second Series Preferred
Stock, of which 219,045 shares were outstanding, (III) 95 shares have been
designated as Sprint Fifth Series Preferred Stock, of which 95 shares were
outstanding, (IV) 1,500,000 shares of Preferred Stock-Sixth Series, Junior
Participating, without par value, have been designated and reserved for
issuance upon exercise of the rights (the "Sprint Rights") distributed to
holders of Sprint FON Stock and Sprint Class A Common Stock pursuant to the
Rights Agreement dated as of November 23, 1998, between Sprint and UMB Bank,
N.A., as rights agent (the "Sprint Rights Agreement"), (V) 1,250,000 shares of
Preferred Stock-Eighth Series, Junior Participating, without par value, have
been designated and reserved for issuance upon exercise of the Sprint Rights
distributed to holders of Sprint PCS Stock and Sprint Class A Common Stock
pursuant to the Sprint Rights Agreement and (VI) 300,000 shares have been
designated as Sprint Seventh Series Preferred Stock, of which 246,766 shares
were outstanding. As of September 30, 1999, 2,409,990 shares of Sprint Series 1
FON Stock and 67,927 shares of Sprint Series 1 PCS Stock were held by Sprint in
its treasury. Since September 30, 1999 to the date of this Agreement, there
have been no issuances of shares of the capital stock of Sprint or any other
securities of Sprint other than issuances of shares (and accompanying Sprint
Rights) pursuant to options or rights outstanding as of September 30, 1999
under the Benefit Plans of Sprint or pursuant to the conversion of the Sprint
Conversion Securities. All issued and outstanding shares of the capital stock
of Sprint are duly authorized, validly issued, fully paid and nonassessable,
and no class of capital stock is entitled to preemptive rights. There were
outstanding as of September 30, 1999 no options, warrants or other rights to
acquire capital stock from Sprint other than (v) shares of Sprint Capital Stock
issuable upon conversion of the Sprint Conversion Securities, (w) 12,452,831
shares of Sprint Series 2 PCS Stock reserved for future issuance upon the
exercise of warrants ("Warrants") issued pursuant to the terms of the Warrant
Agreements, each dated as of November 23, 1998 between Sprint, on the one hand,
and Cox Teleport Partners, Inc., Cox Communications, Inc., Comcast Telephony
Services Holdings, Inc., TCI Wireless Holdings, Inc. and TCI Spectrum
Investment, Inc., on the other hand, (x) the Sprint Rights, (y) options
representing in the aggregate the right to purchase 54,628,805 shares of Sprint
FON Stock and 21,525,703 shares of Sprint PCS Stock under Sprint's 1985 Stock
Option Plan, Sprint's 1990 Stock Option Plan, Sprint's Management Incentive
Stock Option Plan, Sprint's 1997 Long-Term Stock Incentive Program, Sprint's
Long-Term Incentive Compensation Plan, the Amended and Restated Centel Director
Stock Option Plan and the Amended and Restated Centel Stock Option Plan
(collectively with Sprint's 1990 Restricted Stock Plan, the "Sprint Stock
Option Plans"), and (z) rights to purchase shares of Sprint Common Stock under
Sprint's Employees Stock Purchase Plan. Sprint has delivered to MCI WorldCom a
complete and correct list, as of September 30, 1999, of the number of shares of
Sprint Common Stock subject to outstanding stock option or other rights to
purchase or receive Sprint Common Stock granted under (i) the Sprint Stock
Option Plans (collectively, "Sprint Stock Options") and (ii) the Warrants and
the exercise prices thereof. No options or warrants or other rights to acquire
capital stock from Sprint have been issued or granted since September 30, 1999
to the date of this Agreement.

   (ii) As of the date of this Agreement, no bonds, debentures, notes or other
indebtedness of Sprint having the right to vote on any matters on which
stockholders may vote ("Sprint Voting Debt") are issued or outstanding.

   (iii) Except as otherwise set forth in this Section 3.1(b) and as
contemplated by Section 5.6, as of the date of this Agreement, there are no
securities, options, warrants, calls, rights, commitments, agreements,

                                      1-9
<PAGE>

arrangements or undertakings of any kind to which Sprint or any of its
Subsidiaries is a party or by which any of them is bound obligating Sprint or
any of its Subsidiaries to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or other voting
securities of Sprint or any of its Subsidiaries or obligating Sprint or any of
its Subsidiaries to issue, grant, extend or enter into any such security,
option, warrant, call, right, commitment, agreement, arrangement or
undertaking. As of the date of this Agreement, there are no outstanding
obligations of Sprint or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any shares of capital stock of Sprint or any of its
Subsidiaries.

   (iv) Exhibit 21 to Sprint's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (the "Sprint 1998 10-K"), sets forth each Significant
Subsidiary of Sprint as of the date hereof. As of the date hereof, all the
outstanding shares of capital stock of, or other equity interests in, each
Significant Subsidiary of Sprint have been validly issued and are fully paid
and nonassessable and are owned directly or indirectly by Sprint, free and
clear of all pledges, claims, liens, charges, encumbrances and security
interests of any kind or nature whatsoever (collectively, "Liens") and free of
any restriction on the right to vote, sell or otherwise dispose of such capital
stock or other ownership interests. Except for the capital stock or other
ownership interests of its Subsidiaries, as of the date hereof, Sprint does not
beneficially own directly or indirectly any capital stock, membership interest,
partnership interest, joint venture interest or other equity interest in any
Person which constitutes a Material Investment.

   (c) Authority; No Conflicts. (i) Sprint has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby, subject in the case of the consummation of the Merger to
the adoption of this Agreement by the Required Sprint Vote. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Sprint, subject to the adoption of this Agreement by the
Required Sprint Vote. This Agreement has been duly executed and delivered by
Sprint and constitutes a valid and binding agreement of Sprint, enforceable
against it in accordance with its terms.

   (ii) The execution and delivery of this Agreement do not or will not, as the
case may be, and the consummation of the Merger and the other transactions
contemplated hereby will not, subject to the adoption of this Agreement by the
Required Sprint Vote, conflict with, or result in any violation of, or
constitute a default (with or without notice or lapse of time, or both) under,
or give rise to a right of termination, amendment, cancelation or acceleration
of any obligation or the loss of a material benefit under, or the creation of a
lien, pledge, security interest, charge or other encumbrance on any assets (any
such conflict, violation, default, right of termination, amendment, cancelation
or acceleration, loss or creation, a "Violation") pursuant to: (A) any
provision of the articles of incorporation or by-laws of Sprint or the
governing documents of any Subsidiary of Sprint, or (B) except as is not
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect on Sprint and subject to obtaining or making the consents, approvals,
orders, authorizations, registrations, declarations and filings referred to in
paragraph (iii) below, any loan or credit agreement, note, mortgage, bond,
indenture, lease, benefit plan or other agreement, obligation, instrument,
permit, concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Sprint or any Subsidiary of Sprint
or their respective properties or assets.

   (iii) No consent, approval, order or authorization of, or registration,
declaration or filing with, any supranational, national, state, municipal or
local government, any instrumentality, subdivision, court, administrative
agency or commission or other authority thereof, or any quasi-governmental or
private body exercising any regulatory, taxing, importing or other governmental
or quasi-governmental authority, including the European Union (a "Governmental
Entity"), is required by or with respect to Sprint or any Subsidiary of Sprint
in connection with the execution and delivery of this Agreement by Sprint or
the consummation of the Merger and the other transactions contemplated hereby,
except for those required under or in relation to (A) the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder (the "HSR Act") and Council Regulation (EEC) No. 4064/89
("Regulation 4064/89"), (B) the Communications Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the

                                      1-10
<PAGE>

"Communications Act"), and any other rules, regulations, practices and policies
promulgated by the Federal Communications Commission ("FCC"), (C) state
securities or "blue sky" laws (the "Blue Sky Laws"), (D) the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the
"Securities Act"), (E) the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the "Exchange Act"), (F) the KGCC
with respect to the filing of the Kansas Certificate of Merger and the GBCC
with respect to the filing of the Georgia Certificate of Merger, (G) laws,
rules, regulations, practices and orders of any state public service
commissions ("PUCs"), foreign telecommunications regulatory agencies or similar
state or foreign regulatory bodies, (H) rules and regulations of the New York
Stock Exchange, Inc. ("NYSE"), (I) antitrust or other competition laws of other
jurisdictions, and (J) such consents, approvals, orders, authorizations,
registrations, declarations and filings the failure of which to make or obtain
is not reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect on Sprint. Consents, approvals, orders, authorizations,
registrations, declarations and filings required under or in relation to any of
the foregoing clauses (A) through (G) and clause (I) are hereinafter referred
to as "Required Consents".

   (d) Reports and Financial Statements. Sprint has filed all reports,
schedules, forms, statements and other documents required to be filed by it
with the Securities and Exchange Commission (the "SEC") since January 1, 1998
(collectively, including all exhibits thereto, the "Sprint SEC Reports"). No
Significant Subsidiary of Sprint is required to file any form, report or other
document with the SEC. None of the Sprint SEC Reports when filed contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. Each of
the financial statements (including the related notes) included in the Sprint
SEC Reports presents fairly, in all material respects, the consolidated
financial position and consolidated results of operations and cash flows of
Sprint and its Subsidiaries as of the respective dates or for the respective
periods set forth therein, all in conformity with United States generally
accepted accounting principles ("U.S. GAAP") consistently applied during the
periods involved except as otherwise noted therein, and subject, in the case of
the unaudited interim financial statements, to normal and recurring year-end
adjustments. All of such Sprint SEC Reports, as of their respective dates (and
as of the date of any amendment to the respective Sprint SEC Report), complied
as to form in all material respects with the applicable requirements of the
Securities Act and the Exchange Act.

   (e) Information Supplied. (i) None of the information supplied or to be
supplied by Sprint for inclusion or incorporation by reference in (A) the Form
S-4 to be filed with the SEC by MCI WorldCom in connection with the issuance of
the MCI WorldCom Capital Stock in the Merger will, at the time the Form S-4
becomes effective under the Securities Act, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading and (B) the Joint
Proxy Statement/Prospectus included in the Form S-4 related to the Sprint
Stockholders Meeting and the MCI WorldCom Shareholders Meeting and the MCI
WorldCom Capital Stock to be issued in the Merger will, on the date it is first
mailed to Sprint stockholders or MCI WorldCom shareholders or at the time of
the Sprint Stockholders Meeting or the MCI WorldCom Shareholders Meeting,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The Joint Proxy Statement/Prospectus will comply as to form in all
material respects with the requirements of the Exchange Act.

   (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), no
representation or warranty is made by Sprint with respect to statements made or
incorporated by reference in the Form S-4 or the Joint Proxy
Statement/Prospectus based on information supplied by MCI WorldCom for
inclusion or incorporation by reference therein.

   (f) Litigation. There is no suit, action, proceeding, claim or investigation
pending or, to the Knowledge of Sprint, threatened against or affecting Sprint
or any of its Subsidiaries that is reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect on Sprint nor is there any
judgment, decree, injunction,

                                      1-11
<PAGE>

rule or order of any Governmental Entity or arbitrator outstanding against
Sprint or any of its Subsidiaries having, or that is reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on Sprint.

   (g) Compliance with Applicable Laws. Sprint and its Subsidiaries hold all
permits, licenses, variances, exemptions, orders, registrations and approvals
of all Governmental Entities which are required for the operation of the
business of Sprint and its Subsidiaries taken as a whole (the "Sprint
Permits"), except where the failure to have any such Sprint Permits is not
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect on Sprint. Sprint and its Subsidiaries are in compliance with the terms
of the Sprint Permits and all applicable statutes, laws, ordinances, rules and
regulations, except where the failure so to comply is not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on Sprint.
Subject to obtaining the Required Consents, the Merger, in and of itself, would
not cause the revocation or cancelation of any Sprint Permit that is reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect on
Sprint.

   (h) State Takeover Statutes; Approvals. Each of the Board of Directors of
Sprint (including the disinterested directors thereof) and the Capital Stock
Committee of such Board of Directors has approved and recommended the terms of
this Agreement and the consummation of the Merger and the other transactions
contemplated by this Agreement and such approval of the Board of Directors of
Sprint constitutes approval of the Merger and the other transactions
contemplated by this Agreement by the Board of Directors of Sprint to the
extent applicable under the provisions of Section 17-1286 et seq. and Section
17-12,100 et seq. of the KGCC and Article Seventh of Sprint's articles of
incorporation and represents all the action necessary to ensure that Section
17-1286 et seq. and Section 17-12,100 et seq. of the KGCC and Article Seventh
of Sprint's articles of incorporation do not apply to MCI WorldCom in
connection with the Merger and the other transactions contemplated by this
Agreement. No other Kansas or Georgia state takeover statute is applicable to
Sprint in connection with this Agreement, the Merger or the other transactions
contemplated hereby. Other than those that have been made prior to the date
hereof, no approval or determination of the Board of Directors of Sprint or any
committee thereof is required with respect to any class or series of Sprint
Capital Stock or under Sprint's articles of incorporation, Bylaws or governance
policies to approve this Agreement or any of the transactions contemplated
hereby.

   (i) Intellectual Property; Year 2000. (i) Sprint and its Subsidiaries own,
or are validly licensed or otherwise have the right to use, all patents, patent
rights, trademarks, trade secrets, trade names, service marks, copyrights and
other proprietary intellectual property rights and computer programs (the
"Intellectual Property Rights") used in the business of Sprint and its
Subsidiaries, except for such Intellectual Property Rights the failure of which
to own, license or otherwise have the right to use is not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on Sprint.

   (ii) To the Knowledge of Sprint, neither Sprint nor any of its Subsidiaries
has interfered with, infringed upon, misappropriated or otherwise come into
conflict with any Intellectual Property Rights or other proprietary information
of any other Person, except for any such interference, infringement,
misappropriation or other conflict which is not reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect on Sprint. To the
Knowledge of Sprint, neither Sprint nor any of its Subsidiaries has received
any written charge, complaint, claim, demand or notice alleging any such
interference, infringement, misappropriation or other conflict (including any
claim that Sprint or any such Subsidiary must license or refrain from using any
Intellectual Property Rights or other proprietary information of any other
Person) which has not been settled or otherwise fully resolved, except with
respect to any such interference, infringement, misappropriation or other
conflict which is not reasonably likely, individually or in the aggregate, to
have a Material Adverse Effect on Sprint. To the Knowledge of Sprint, no other
Person has interfered with, infringed upon, misappropriated or otherwise come
into conflict with any Intellectual Property Rights of Sprint or any of its
Subsidiaries, except for any such interference, infringement, misappropriation
or other conflict which is not reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect on Sprint.


                                      1-12
<PAGE>

   (iii) As of the date of this Agreement, Sprint and its Subsidiaries have
undertaken a concerted effort to ensure that all of the computer software,
computer firmware, computer hardware, and other similar or related items of
automated, computerized, and/or software system(s) that are to be used or
relied on by Sprint or any of its Subsidiaries in the conduct of their
respective businesses will not malfunction, will not cease to function, will
not generate incorrect data, and will not provide incorrect results when
processing, providing and/or receiving (i) date-related data into and between
the years 1999 and 2000 and (ii) date-related data in connection with any valid
date in the twentieth and twenty-first centuries. As of the date of this
Agreement, Sprint reasonably believes that such effort will be successful.

   (j) Absence of Certain Changes or Events. Except for liabilities incurred in
connection with this Agreement or the transactions contemplated hereby, since
June 30, 1999, Sprint and its Subsidiaries have conducted their business only
in the ordinary course, and there has not been (i) any Material Adverse Change
in Sprint, (ii) any declaration, setting aside or payment of any dividend or
other distribution (whether in cash, stock or property) with respect to any of
Sprint's capital stock, other than regular quarterly cash dividends of $0.125
per share of Sprint FON Stock and a corresponding cash dividend on the Class A
Common Stock and dividends payable on Sprint Preferred Stock in accordance with
their terms as of the date of this Agreement, (iii) any split, combination or
reclassification of any of Sprint's capital stock or any issuance or the
authorization of any issuance of any other securities in respect of, in lieu of
or in substitution for shares of Sprint's capital stock, (iv) (A) any granting
by Sprint or any of its Subsidiaries to any current or former director,
executive officer or other key employee of Sprint or its Subsidiaries of any
increase in compensation, bonus or other benefits, except for normal increases
in the ordinary course of business consistent with past practice or as was
required under any employment agreements in effect as of the date of the most
recent audited financial statements included in the Sprint Filed SEC Reports,
(B) any granting by Sprint or any of its Subsidiaries to any such current or
former director, executive officer or key employee of any increase in severance
or termination pay or (C) any entry by Sprint or any of its Subsidiaries into,
or any amendment of, any employment, deferred compensation, consulting,
severance, termination or indemnification agreement with any such current or
former director, executive officer or key employee, other than in the ordinary
course of business consistent with past practice, (v) except insofar as may be
required by a change in U.S. GAAP, any change in accounting methods, principles
or practices by Sprint materially affecting its consolidated financial position
or consolidated results of operations or (vi) except insofar as MCI WorldCom
has given its consent, which consent shall not be unreasonably withheld or
delayed, any tax election (or settlement or compromise of any material income
tax liability) that is reasonably likely, individually or in the aggregate, to
have a Material Adverse Effect on Sprint.

   (k) Vote Required. The affirmative vote of the holders of shares
representing a majority of the total voting power of Sprint Common Stock and
Sprint Preferred Stock entitled to vote at the Sprint Stockholders Meeting to
adopt this Agreement voting together as a single class (the "Required Sprint
Vote") is the only vote or approval of the holders of any class or series of
capital stock of Sprint necessary to adopt this Agreement and to approve the
transactions contemplated hereby.

   (l) Sprint Rights Agreement. No amendment to the Sprint Rights Agreement is
required to be made by Sprint in connection with the approval, execution or
delivery of this Agreement or the consummation of the transactions contemplated
hereby.

   (m) Brokers or Finders. No agent, broker, investment banker, financial
advisor or other firm or Person on behalf of Sprint is or will be entitled to
any broker's or finder's fee or any other similar commission or fee in
connection with any of the transactions contemplated by this Agreement, except
Warburg Dillon Read LLC, whose fees and expenses will be paid by Sprint in
accordance with Sprint's agreement with such firm, based upon arrangements made
by or on behalf of Sprint and previously disclosed to MCI WorldCom.

   (n) Opinion of Financial Advisor. Sprint has received the opinion of Warburg
Dillon Read LLC, dated the date of this Agreement, to the effect that, as of
such date, (i) the FON Exchange Ratio is fair, from a financial point of view,
to the holders of each series of Sprint FON Stock, (ii) the PCS Stock Merger

                                      1-13
<PAGE>

Consideration is fair, from a financial point of view, to the holders of each
series of Sprint PCS Stock, (iii) the Series DT Merger Consideration is fair,
from a financial point of view, to holders of the Sprint Series DT Common
Stock, (iv) the Series FT Merger Consideration is fair, from a financial point
of view, to holders of the Sprint Series FT Common Stock and (v) the Merger
Consideration applicable to the Sprint Common Stock is fair, from a financial
point of view, to the holders of Sprint Common Stock taken as a whole, a copy
of which opinion will promptly be made available to MCI WorldCom.

   (o) Absence of Changes in Sprint's Benefit Plans. Except as expressly
permitted by this Agreement, since the date of the most recent audited
financial statements included in the Sprint Filed SEC Reports, there has not
been any adoption or amendment in any material respect by Sprint or any of its
Subsidiaries of any of Sprint's Benefit Plans, or any material change in any
actuarial or other assumption used to calculate funding obligations with
respect to any Sprint pension plans, or any material change in the manner in
which contributions to any Sprint pension plans are made or the basis on which
such contributions are determined other than a change required under the terms
of such plans as in effect on the date hereof or as required by applicable law.

   (p) ERISA Compliance; No Parachute Payments. (i) With respect to Sprint's
Benefit Plans, no liability has been incurred and to the Knowledge of Sprint
there exists no condition or circumstances in connection with which Sprint or
any of its Subsidiaries could be subject to any liability that is reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect on
Sprint, in each case under the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), the Code or any other applicable law.

   (ii) Each of Sprint's Benefit Plans has been administered in accordance with
its terms, except for any failures so to administer any such Benefit Plan that
are not reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect on Sprint. Sprint, its Subsidiaries and all Sprint's Benefit
Plans are in compliance with the applicable provisions of ERISA, the Code and
all other applicable laws and the terms of all applicable collective bargaining
agreements, except for any failures to be in such compliance that are not
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect on Sprint.

   (iii) None of Sprint or any of its Subsidiaries sponsors or contributes to
any of Sprint's Benefit Plans that is subject to Title IV of ERISA.

   (iv) Sprint and its Subsidiaries are in compliance with all Federal, state,
local and foreign requirements regarding employment, except for any failures to
comply that are not reasonably likely, individually or in the aggregate, to
have a Material Adverse Effect on Sprint. As of the date of this Agreement,
there is no labor dispute, strike or work stoppage against Sprint or any of its
Subsidiaries pending or, to the Knowledge of Sprint, threatened which may
interfere with the respective business activities of Sprint or any of its
Subsidiaries, except where such dispute, strike or work stoppage is not
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect on Sprint. As of the date of this Agreement, to the Knowledge of Sprint,
none of Sprint, any of its Subsidiaries or any of their respective
representatives or employees has committed any unfair labor practice in
connection with the operation of the respective businesses of Sprint or any of
its Subsidiaries, and there is no action, charge or complaint against Sprint or
any of its Subsidiaries by the National Labor Relations Board or any comparable
Governmental Entity pending or threatened in writing, in each case except where
such practices, actions, charges or complaints are not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on Sprint.

   (v) No employee of Sprint or its Subsidiaries will be entitled to any
additional benefits or any acceleration of the time of payment or vesting of
any benefits under any of Sprint's Benefit Plans as a result of the
transactions contemplated by this Agreement. No amount payable, or economic
benefit provided, by Sprint or its Subsidiaries (including any acceleration of
the time of payment or vesting of any benefit) could be considered an "excess
parachute payment" under Section 280G of the Code. No Person is entitled to
receive any additional payment from Sprint or its Subsidiaries or any other
Person in the event that the excise tax of Section 4999 of the Code is imposed
on such Person.

                                      1-14
<PAGE>

   (q) Taxes. (i) (A) Each of Sprint and its Subsidiaries and each Sprint
Consolidated Group has timely filed or has caused to be timely filed all
material tax returns and reports required to be filed by it or requests for
extensions to file such returns or reports have been timely filed, granted and
have not expired, (B) all tax returns and reports filed by Sprint and each of
its Subsidiaries and each Sprint Consolidated Group are complete and accurate
in all respects and (C) Sprint and each of its Subsidiaries and each Sprint
Consolidated Group has paid (or Sprint or another member of such Sprint
Consolidated Group has paid on its behalf) all taxes shown as due on such
returns and reports, and the reserve for current taxes shown on the most recent
financial statements contained in the Sprint Filed SEC Reports (in addition to
any reserve for deferred taxes established to reflect timing differences
between book and tax income) is adequate to cover all taxes payable by Sprint
and its Subsidiaries and each Sprint Consolidated Group for all taxable periods
and portions thereof through the date of such financial statements, except for
any such failure to file, incompleteness or inaccuracy, failure to pay, or
inadequacy of such reserve, that is not reasonably likely, individually or in
the aggregate, to have a Material Adverse Effect on Sprint.

   (ii) No deficiencies for any taxes have been proposed, asserted or assessed
in writing against Sprint or any of its Subsidiaries or any Sprint Consolidated
Group that are not adequately reserved for, except for deficiencies that are
not reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect on Sprint, and no requests for waivers of the time to assess any
such taxes have been granted or are pending (other than with respect to years
that are currently under examination by the Internal Revenue Service or other
applicable taxing authorities). The statute of limitations on assessment or
collection of any Federal taxes due from Sprint and its Subsidiaries has
expired for all taxable years of Sprint and each of its Subsidiaries through
1985. The Federal income tax returns of Sprint and each of its Subsidiaries
have been examined by and settled with the Internal Revenue Service for all
years through 1987.

   (iii) Neither Sprint nor any of its Subsidiaries has taken or has agreed to
take any action or has any Knowledge of any fact, agreement, plan or other
circumstance that is reasonably likely to prevent the Merger from qualifying as
a "reorganization" within the meaning of Section 368(a) of the Code.

   (iv) Neither Sprint nor any of its Subsidiaries has constituted either a
"distributing corporation" or a "controlled corporation" (within the meaning of
Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for
tax-free treatment under Section 355 of the Code (A) in the two years prior to
the date of this Agreement or (B) in a distribution which could otherwise
constitute part of a "plan" or series of "related transactions" (within the
meaning of Section 355(e) of the Code) in conjunction with the Merger.

   (v) Sprint does not believe that it is a "United States real property
holding corporation" within the meaning of Section 897(c)(2) of the Code during
the applicable period specified in Section 897(c)(1)(A)(ii) of the Code,
although it has not determined or established whether it will be a United
States real property holding corporation in the future.

   (vi) Sprint has "nexus" for state tax law purposes in Kansas and
Pennsylvania.

   (vii) As used in this Agreement, "taxes" shall include all (A) Federal,
state, local or foreign income tax, property, sales, excise or other taxes or
similar governmental charges, including any interest, penalties or additions
with respect thereto, (B) liability for the payment of the amounts described in
clause (A) as a result of being a member of an affiliated, consolidated,
combined or unitary group, and (C) liability for the payment of any amounts as
a result of being a party to any tax sharing agreement or as a result of any
express or implied obligation to indemnify any other Person with respect to the
payment of any amounts of the type described in clause (A) or (B).

   (viii) As used in this Agreement, "Sprint Consolidated Group" means any
affiliated group within the meaning of Section 1504(a) of the Code, in which
Sprint (or any Subsidiary of Sprint) is or has ever been a member or any group
of corporations with which Sprint files, has filed or is or was required to
file an affiliated, consolidated, combined, unitary or aggregate tax return.

                                      1-15
<PAGE>

   3.2 Representations and Warranties of MCI WorldCom. Except as disclosed in
the MCI WorldCom SEC Reports filed and publicly available prior to the date of
this Agreement (the "MCI WorldCom Filed SEC Reports") or as set forth in the
MCI WorldCom Disclosure Schedule delivered by MCI WorldCom to Sprint prior to
the execution of this Agreement (the "MCI WorldCom Disclosure Schedule"), MCI
WorldCom represents and warrants to Sprint as follows:

   (a) Organization, Standing and Power. Each of MCI WorldCom and its
Significant Subsidiaries is a corporation or other legal entity duly organized
or formed, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, has all requisite corporate,
partnership or similar power and authority to own, lease and operate its
properties and to carry on its business as now being conducted and is duly
qualified and in good standing to do business in each jurisdiction in which the
nature of its business or the ownership or leasing of its properties makes such
qualification necessary other than in such jurisdictions where the failure so
to qualify or to be in good standing is not reasonably likely, individually or
in the aggregate, to have a Material Adverse Effect on MCI WorldCom. The copies
of the articles of incorporation and by-laws of MCI WorldCom which were
previously furnished to Sprint are true, complete and correct copies of such
documents as in effect on the date of this Agreement.

   (b) Capital Structure. (i) As of September 30, 1999, the authorized capital
stock of MCI WorldCom consisted of (A) 5,000,000,000 shares of MCI WorldCom
Common Stock of which 1,880,219,054 shares were outstanding and (B) 50,000,000
shares of Preferred Stock, par value $0.01 per share, of which (1) 94,992
shares have been designated as Series A 8% Cumulative Convertible Preferred
Stock, of which no shares were outstanding, (2) 15,000,000 shares have been
designated Series B Convertible Preferred Stock ("MCI WorldCom Series B
Preferred Stock"), of which 11,190,244 shares were outstanding, (3) 3,750,000
shares have been designated Series C $2.25 Cumulative Convertible Exchangeable
Preferred Stock ("MCI WorldCom Series C Preferred Stock"), of which no shares
were outstanding, and (4) 5,000,000 shares have been designated Series 3 Junior
Participating Preferred Stock and reserved for issuance upon exercise of the
rights (the "MCI WorldCom Rights") distributed to holders of MCI WorldCom
Common Stock pursuant to the Rights Agreement dated as of August 25, 1996, as
amended, between MCI WorldCom and The Bank of New York, as rights agent (the
"MCI WorldCom Rights Agreement"). As of September 30, 1999, 4,510,211 shares of
MCI WorldCom Common Stock were held by MCI WorldCom in its treasury. Since
September 30, 1999 to the date of this Agreement, there have been no issuances
of shares of the capital stock of MCI WorldCom or any other securities of MCI
WorldCom other than issuances of shares (and accompanying MCI WorldCom Rights)
pursuant to options or rights outstanding as of September 30, 1999 under the
Benefit Plans of MCI WorldCom or pursuant to MCI WorldCom's acquisition of
SkyTel Communications, Inc. All issued and outstanding shares of the capital
stock of MCI WorldCom are duly authorized, validly issued, fully paid and
nonassessable, and no class of capital stock is entitled to preemptive rights.
There were outstanding as of September 30, 1999 no options, warrants or other
rights to acquire capital stock from MCI WorldCom other than pursuant to MCI
WorldCom's pending acquisitions as of such date. MCI WorldCom's Benefit Plans
and MCI WorldCom's convertible preferred stock. No options or warrants or other
rights to acquire capital stock from MCI WorldCom have been issued or granted
since September 30, 1999 to the date of this Agreement other than pursuant to
MCI WorldCom's acquisition of SkyTel Communications, Inc. or pursuant to MCI
WorldCom's Benefit Plans. The shares of MCI WorldCom Capital Stock to be issued
pursuant to this Agreement, when issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable, and no Person
will have any preemptive right, subscription right or other purchase right in
respect thereof other than pursuant to agreements with Sprint or any of its
Subsidiaries as in effect on the date hereof.

   (ii) As of the date of this Agreement, no bonds, debentures, notes or other
indebtedness of MCI WorldCom having the right to vote on any matters on which
shareholders may vote ("MCI WorldCom Voting Debt") are issued or outstanding.

   (iii) Except as otherwise set forth in this Section 3.2(b), as of the date
of this Agreement, there are no securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind to which MCI
WorldCom or any of its Subsidiaries is a party or by which any of them is bound
obligating

                                      1-16
<PAGE>

MCI WorldCom or any of its Subsidiaries to issue, deliver or sell, or cause to
be issued, delivered or sold, additional shares of capital stock or other
voting securities of MCI WorldCom or any of its Subsidiaries or obligating MCI
WorldCom or any of its Subsidiaries to issue, grant, extend or enter into any
such security, option, warrant, call, right, commitment, agreement, arrangement
or undertaking. As of the date of this Agreement, there are no outstanding
obligations of MCI WorldCom or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any shares of capital stock of MCI WorldCom or any of its
Subsidiaries.

   (iv) Exhibit 21 to MCI WorldCom's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 (the "MCI WorldCom 1998 10-K"), sets forth each
Significant Subsidiary of MCI WorldCom as of the date hereof. As of the date
hereof, all the outstanding shares of capital stock of, or other equity
interests in, each Significant Subsidiary of MCI WorldCom have been validly
issued and are fully paid and nonassessable and are owned directly or
indirectly by MCI WorldCom, free and clear of all Liens and free of any
restriction on the right to vote, sell or otherwise dispose of such capital
stock or other ownership interests. Except for the capital stock or other
ownership interests of its Subsidiaries, as of the date hereof, MCI WorldCom
does not beneficially own directly or indirectly any capital stock, membership
interest, partnership interest, joint venture interest or other equity interest
in any Person which constitutes a Material Investment.

   (c) Authority; No Conflicts. (i) MCI WorldCom has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby, subject in the case of the approval of this
Agreement and the MCI WorldCom Stock Issuance to obtaining the Required MCI
WorldCom Vote. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of MCI WorldCom, subject to the
approval of this Agreement and the MCI WorldCom Stock Issuance by the Required
MCI WorldCom Vote. This Agreement has been duly executed and delivered by MCI
WorldCom and constitutes a valid and binding agreement of MCI WorldCom,
enforceable against it in accordance with its terms.

   (ii) The execution and delivery of this Agreement do not or will not, as the
case may be, and the consummation of the Merger and the other transactions
contemplated hereby will not, subject to the approval of this Agreement and the
MCI WorldCom Stock Issuance by the Required MCI WorldCom Vote, conflict with,
or result in, a Violation pursuant to: (A) any provision of the articles of
incorporation or by-laws of MCI WorldCom or the governing documents of any
Subsidiary of MCI WorldCom, or (B) except as is not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on MCI
WorldCom and subject to obtaining or making the consents, approvals, orders,
authorizations, registrations, declarations and filings referred to in
paragraph (iii) below, any loan or credit agreement, note, mortgage, bond,
indenture, lease, benefit plan or other agreement, obligation, instrument,
permit, concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to MCI WorldCom or any Subsidiary of
MCI WorldCom or their respective properties or assets.

   (iii) No consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity is required by or with
respect to MCI WorldCom or any Subsidiary of MCI WorldCom in connection with
the execution and delivery of this Agreement by MCI WorldCom or the
consummation of the Merger and the other transactions contemplated hereby,
except for (A) those required under or in relation to the rules and regulations
of Nasdaq, (B) the Required Consents and (C) such consents, approvals, orders,
authorizations, registrations, declarations and filings the failure of which to
make or obtain is not reasonably likely, individually or in the aggregate, to
have a Material Adverse Effect on MCI WorldCom.

   (d) Reports and Financial Statements. MCI WorldCom has filed all reports,
schedules, forms, statements and other documents required to be filed by it
with the SEC since January 1, 1998 (collectively, including all exhibits
thereto, the "MCI WorldCom SEC Reports"). No Significant Subsidiary of MCI
WorldCom is required to file any form, report or other document with the SEC.
None of the MCI WorldCom SEC Reports when filed contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Each of the financial
statements (including the related notes) included in the MCI WorldCom SEC

                                      1-17
<PAGE>

Reports presents fairly, in all material respects, the consolidated financial
position and consolidated results of operations and cash flows of MCI WorldCom
and its Subsidiaries as of the respective dates or for the respective periods
set forth therein, all in conformity with U.S. GAAP consistently applied during
the periods involved except as otherwise noted therein, and subject, in the
case of the unaudited interim financial statements, to normal and recurring
year-end adjustments. All of such MCI WorldCom SEC Reports, as of their
respective dates (and as of the date of any amendment to the respective MCI
WorldCom SEC Report), complied as to form in all material respects with the
applicable requirements of the Securities Act and the Exchange Act.

   (e) Information Supplied. (i) None of the information supplied or to be
supplied by MCI WorldCom for inclusion or incorporation by reference in (A) the
Form S-4 will, at the time the Form S-4 becomes effective under the Securities
Act, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (B) the Joint Proxy Statement/Prospectus will, on
the date it is first mailed to Sprint stockholders or MCI WorldCom shareholders
or at the time of the Sprint Stockholders Meeting or the MCI WorldCom
Shareholders Meeting, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading. The Form S-4 and the Joint Proxy
Statement/Prospectus will comply as to form in all material respects with the
requirements of the Securities Act and the Exchange Act.

   (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no
representation or warranty is made by MCI WorldCom with respect to statements
made or incorporated by reference in the Form S-4 or the Joint Proxy
Statement/Prospectus based on information supplied by Sprint for inclusion or
incorporation by reference therein.

   (f) Litigation. There is no suit, action, proceeding, claim or investigation
pending or, to the Knowledge of MCI WorldCom, threatened against or affecting
MCI WorldCom or any of its Subsidiaries that is reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect on MCI WorldCom nor is
there any judgment, decree, injunction, rule or order of any Governmental
Entity or arbitrator outstanding against MCI WorldCom or any of its
Subsidiaries having, or that is reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect on MCI WorldCom.

   (g) Compliance with Applicable Laws. MCI WorldCom and its Subsidiaries hold
all permits, licenses, variances, exemptions, orders, registrations and
approvals of all Governmental Entities which are required for the operation of
the business of MCI WorldCom and its Subsidiaries taken as a whole (the "MCI
WorldCom Permits"), except where the failure to have any such MCI WorldCom
Permits is not reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect on MCI WorldCom. MCI WorldCom and its Subsidiaries are
in compliance with the terms of the MCI WorldCom Permits and all applicable
statutes, laws, ordinances, rules and regulations, except where the failure so
to comply is not reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect on MCI WorldCom. Subject to obtaining the Required
Consents, the Merger, in and of itself, would not cause the revocation or
cancelation of any MCI WorldCom Permit that is reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect on MCI WorldCom.

   (h) State Takeover Statutes; Approvals. The Board of Directors of MCI
WorldCom has approved and recommended the terms of this Agreement and the
consummation of the Merger and the other transactions contemplated hereby
(including the amendments to MCI WorldCom's articles of incorporation
contemplated hereby) and such approval of the Board of Directors of MCI
WorldCom constitutes approval of the Merger and the other transactions
contemplated hereby (including the amendments to MCI WorldCom's articles of
incorporation contemplated hereby) by the Board of Directors of MCI WorldCom to
the extent applicable under Article Eleven of MCI WorldCom's articles of
incorporation and represents all the action necessary to ensure that Article
Eleven of MCI WorldCom's articles of incorporation does not apply to Sprint in
connection with the Merger and the other transactions contemplated hereby. No
Georgia or Kansas state takeover statute

                                      1-18
<PAGE>

(including Section 14-2-1110 et seq. and Section 14-2-1131 et seq. of the GBCC)
is applicable to MCI WorldCom in connection with this Agreement, the Merger or
the other transactions contemplated by this Agreement. Other than those that
have been made prior to the date hereof, no approval or determination of the
Board of Directors of MCI WorldCom or any committee thereof is required with
respect to any class or series of MCI WorldCom Capital Stock or under MCI
WorldCom's articles of incorporation or by-laws to approve this Agreement or
any of the transactions contemplated hereby.

   (i) Intellectual Property; Year 2000. (i) MCI WorldCom and its Subsidiaries
own, or are validly licensed or otherwise have the right to use, all
Intellectual Property Rights used in the business of MCI WorldCom and its
Subsidiaries, except for such Intellectual Property Rights the failure of which
to own, license or otherwise have the right to use is not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on MCI
WorldCom.

   (ii) To the Knowledge of MCI WorldCom, neither MCI WorldCom nor any of its
Subsidiaries has interfered with, infringed upon, misappropriated or otherwise
come into conflict with any Intellectual Property Rights or other proprietary
information of any other Person, except for any such interference,
infringement, misappropriation or other conflict which is not reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect on
MCI WorldCom. To the Knowledge of MCI WorldCom, neither MCI WorldCom nor any of
its Subsidiaries has received any written charge, complaint, claim, demand or
notice alleging any such interference, infringement, misappropriation or other
conflict (including any claim that MCI WorldCom or any such Subsidiary must
license or refrain from using any Intellectual Property Rights or other
proprietary information of any other Person) which has not been settled or
otherwise fully resolved, except with respect to any such interference,
infringement, misappropriation or other conflict which is not reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect on
MCI WorldCom. To the Knowledge of MCI WorldCom, no other Person has interfered
with, infringed upon, misappropriated or otherwise come into conflict with any
Intellectual Property Rights of MCI WorldCom or any of its Subsidiaries, except
for any such interference, infringement, misappropriation or other conflict
which is not reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect on MCI WorldCom.

   (iii) As of the date of this Agreement, MCI WorldCom and its Subsidiaries
have undertaken a concerted effort to ensure that all of the computer software,
computer firmware, computer hardware, and other similar or related items of
automated, computerized, and/or software system(s) that are to be used or
relied on by MCI WorldCom or any of its Subsidiaries in the conduct of their
respective businesses will not malfunction, will not cease to function, will
not generate incorrect data, and will not provide incorrect results when
processing, providing and/or receiving (i) date/related data into and between
the years 1999 and 2000 and (ii) date-related data in connection with any valid
date in the twentieth and twenty-first centuries. As of the date of this
Agreement, MCI WorldCom reasonably believes that such effort will be
successful.

   (j) Absence of Certain Changes or Events. Except for liabilities incurred in
connection with this Agreement or the transactions contemplated hereby, since
June 30, 1999, MCI WorldCom and its Subsidiaries have conducted their business
only in the ordinary course, and there has not been (i) any Material Adverse
Change in MCI WorldCom, (ii) until the date of this Agreement, any declaration,
setting aside or payment of any dividend or other distribution (whether in
cash, stock or property) with respect to any of MCI WorldCom's capital stock,
other than dividends payable on MCI WorldCom's preferred stock in accordance
with their terms as of the date of this Agreement, (iii) until the date of this
Agreement, any split, combination or reclassification of any of MCI WorldCom's
capital stock or any issuance or the authorization of any issuance of any other
securities in respect of, in lieu of or in substitution for shares of MCI
WorldCom's capital stock, (iv) until the date of this Agreement, except insofar
as may be required by a change in U.S. GAAP, any change in accounting methods,
principles or practices by MCI WorldCom materially affecting its consolidated
financial position or consolidated results of operations or (v) until the date
of this Agreement, except insofar as Sprint has given its consent, which
consent shall not be unreasonably withheld or delayed, any tax election (or
settlement or compromise of any material income tax liability) that is
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect on MCI WorldCom.

                                      1-19
<PAGE>

   (k) Vote Required. The affirmative vote (the "Required MCI WorldCom Vote")
of (i) holders of shares of MCI WorldCom Common Stock and MCI WorldCom Series B
Preferred Stock representing a majority of all the votes entitled to be cast at
a meeting of the holders of outstanding shares of capital stock of MCI
WorldCom, voting as a single voting group, is the only vote of the holders of
any class or series of MCI WorldCom capital stock necessary to approve the
Merger (which would include the amendment to MCI WorldCom's articles of
incorporation contemplated hereby) and (ii) a majority of the total votes cast
by the holders of shares of MCI WorldCom Common Stock is the only vote of the
holders of any class or series of capital stock of MCI WorldCom necessary to
approve, in accordance with the applicable rules of Nasdaq, the issuance (the
"MCI WorldCom Stock Issuance") of MCI WorldCom Capital Stock pursuant to the
Merger.

   (l) MCI WorldCom Rights Agreement. No amendment to the MCI WorldCom Rights
Agreement is required to be made by MCI WorldCom in connection with the
approval, execution or delivery of this Agreement or the consummation of the
transactions contemplated hereby.

   (m) Brokers or Finders. No agent, broker, investment banker, financial
advisor or other firm or Person on behalf of MCI WorldCom is or will be
entitled to any broker's or finder's fee or any other similar commission or fee
in connection with any of the transactions contemplated by this Agreement,
except Salomon Smith Barney Inc., whose fees and expenses will be paid by MCI
WorldCom in accordance with MCI WorldCom's agreement with such firm, based upon
arrangements made by or on behalf of MCI WorldCom and previously disclosed to
Sprint.

   (n) Opinion of Financial Advisor. MCI WorldCom has received the opinion of
Salomon Smith Barney Inc., dated the date of this Agreement, to the effect
that, as of such date, the FON Exchange Ratio and the PCS Stock Merger
Consideration are fair, from a financial point of view, to MCI WorldCom, a copy
of which opinion will promptly be made available to Sprint.

   (o) ERISA Compliance. (i) With respect to MCI WorldCom's Benefit Plans, no
liability has been incurred and to the Knowledge of MCI WorldCom there exists
no condition or circumstances in connection with which MCI WorldCom or any of
its Subsidiaries could be subject to any liability that is reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on MCI
WorldCom, in each case under ERISA, the Code or any other applicable law.

   (ii) Each of MCI WorldCom's Benefit Plans has been administered in
accordance with its terms, except for any failures so to administer any such
Benefit Plan that are not reasonably likely, individually or in the aggregate,
to have a Material Adverse Effect on MCI WorldCom. MCI WorldCom, its
Subsidiaries and all MCI WorldCom's Benefit Plans are in compliance with the
applicable provisions of ERISA, the Code and all other applicable laws and the
terms of all applicable collective bargaining agreements, except for any
failures to be in such compliance that are not reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect on MCI WorldCom.

   (iii) None of MCI WorldCom or any of its Subsidiaries sponsors or
contributes to any of MCI WorldCom's Benefit Plans that is subject to Title IV
of ERISA.

   (iv) MCI WorldCom and its Subsidiaries are in compliance with all Federal,
state, local and foreign requirements regarding employment, except for any
failures to comply that are not reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect on MCI WorldCom. As of the date of
this Agreement, there is no labor dispute, strike or work stoppage against MCI
WorldCom or any of its Subsidiaries pending or, to the Knowledge of MCI
WorldCom, threatened which may interfere with the respective business
activities of MCI WorldCom or any of its Subsidiaries, except where such
dispute, strike or work stoppage is not reasonably likely, individually or in
the aggregate, to have a Material Adverse Effect on MCI WorldCom. As of the
date of this Agreement, to the Knowledge of MCI WorldCom, none of MCI WorldCom,
any of its Subsidiaries or any of their respective representatives or employees
has committed any unfair labor practice in connection with the operation of the
respective businesses of MCI WorldCom or any of its Subsidiaries, and

                                      1-20
<PAGE>

there is no action, charge or complaint against MCI WorldCom or any of its
Subsidiaries by the National Labor Relations Board or any comparable
Governmental Entity pending or threatened in writing, in each case except where
such practices, actions, charges or complaints are not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on MCI
WorldCom.

   (v) No employee of MCI WorldCom or its Subsidiaries will be entitled to any
additional benefits or any acceleration of the time of payment or vesting of
any benefits under any of MCI WorldCom's Benefit Plans as a result of the
transactions contemplated by this Agreement, except to the extent that such
benefits, acceleration or vesting are not reasonably likely, individually or in
the aggregate, to have a Material Adverse Effect on MCI WorldCom. No amount
payable, or economic benefit provided, by MCI WorldCom or its Subsidiaries
(including any acceleration of the time of payment or vesting of any benefit)
could be considered an "excess parachute payment" under Section 280G of the
Code, except to the extent that, if such payment or benefit was an "excess
parachute payment", such payment or benefit is not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on MCI
WorldCom. No Person is entitled to receive any additional payment from MCI
WorldCom or its Subsidiaries or any other Person in the event that the excise
tax of Section 4999 of the Code is imposed on such Person, except to the extent
that any such additional payment is not reasonably likely, individually or in
the aggregate, to have a Material Adverse Effect on MCI WorldCom.

   (p) Taxes. (i) (A) Each of MCI WorldCom and its Subsidiaries and each MCI
WorldCom Consolidated Group has timely filed or has caused to be timely filed
all material tax returns and reports required to be filed by it or requests for
extensions to file such returns or reports have been timely filed, granted and
have not expired, (B) all tax returns and reports filed by MCI WorldCom and
each of its Subsidiaries and each MCI WorldCom Consolidated Group are complete
and accurate in all respects and (C) MCI WorldCom and each of its Subsidiaries
and each MCI WorldCom Consolidated Group has paid (or MCI WorldCom or another
member of such MCI WorldCom Consolidated Group has paid on its behalf) all
taxes shown as due on such returns and reports, and the reserve for current
taxes shown on the most recent financial statements contained in the MCI
WorldCom Filed SEC Reports (in addition to any reserve for deferred taxes
established to reflect timing differences between book and tax income) is
adequate to cover all taxes payable by MCI WorldCom and its Subsidiaries and
each MCI WorldCom Consolidated Group for all taxable periods and portions
thereof through the date of such financial statements, except for any such
failure to file, incompleteness or inaccuracy, failure to pay, or inadequacy of
such reserve, that is not reasonably likely, individually or in the aggregate,
to have a Material Adverse Effect on MCI WorldCom.

   (ii) No deficiencies for any taxes have been proposed, asserted or assessed
in writing against MCI WorldCom or any of its Subsidiaries or any MCI WorldCom
Consolidated Group that are not adequately reserved for, except for
deficiencies that are not reasonably likely, individually or in the aggregate,
to have a Material Adverse Effect on MCI WorldCom and no requests for waivers
of time to assess any such taxes have been granted or are pending (other than
with respect to years that are currently under examination by the Internal
Revenue Service or other applicable taxing authorities). The statute of
limitations on assessment or collection of any Federal taxes due from MCI
WorldCom and its Subsidiaries has expired for all taxable years of MCI WorldCom
and each of its Subsidiaries through 1987. The Federal income tax returns of
MCI WorldCom and each of its Subsidiaries have been examined by and settled
with the Internal Revenue Services for all years through 1987.

   (iii) Neither MCI WorldCom nor any of its Subsidiaries has taken or has
agreed to take any action or has any Knowledge of any fact, agreement, plan or
other circumstance that is reasonably likely to prevent the Merger from
qualifying as a "reorganization" within the meaning of Section 368(a) of the
Code.

   (iv) Neither MCI WorldCom nor any of its Subsidiaries has constituted either
a "distributing corporation" or a "controlled corporation" (within the meaning
of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for
tax-free treatment under Section 355 of the Code (A) in the two years prior to
the date of this Agreement or (B) in a distribution which could otherwise
constitute part of a "plan" or series of "related transactions" (within the
meaning of Section 355(e) of the Code) in conjunction with the Merger.

                                      1-21
<PAGE>

   (v) MCI WorldCom does not believe that it is a "United States real property
holding corporation" within the meaning of Section 897(c)(2) of the Code during
the applicable period specified in Section 897(c)(1)(A)(ii) of the Code,
although it has not determined or established whether it will be a United
States real property holding corporation in the future.

   (vi) As used in this Agreement, "MCI WorldCom Consolidated Group" means any
affiliated group within the meaning of Section 1504(a) of the Code, in which
MCI WorldCom (or any Subsidiary of MCI WorldCom) is or has ever been a member
or any group of corporations with which MCI WorldCom files, has filed or is or
was required to file an affiliated, consolidated, combined, unitary or
aggregate tax return.

                                   ARTICLE IV

                   Covenants Relating to Conduct of Business

   4.1 Covenants of Sprint. During the period from the date of this Agreement
and continuing until the Effective Time, Sprint agrees as to itself and its
Subsidiaries that (except as expressly contemplated, permitted or required by
this Agreement or as otherwise indicated on the Sprint Disclosure Schedule or
to the extent that MCI WorldCom shall otherwise consent in writing, which
consent shall not be unreasonably withheld or delayed):

   (a) Ordinary Course. Except to the extent not reasonably practicable in
light of the announcement or existence of this Agreement and the transactions
contemplated hereby, Sprint shall, and shall cause its Subsidiaries taken as a
whole to, carry on its business in the usual, regular and ordinary course in
all material respects, in substantially the same manner as heretofore
conducted, and shall use all reasonable efforts to maintain its rights and
franchises and preserve its relationships with customers, suppliers and others
having business dealings with it with the objective to minimize the impairment
of its ongoing business; provided, however, that no action by Sprint or its
Subsidiaries with respect to matters specifically addressed by any other
provisions of this Section 4.1 or Section 4.1 of the Sprint Disclosure Schedule
shall be deemed a breach of this Section 4.1(a) unless such action would
constitute a breach of one or more of such other provisions.

   (b) Dividends; Changes in Share Capital. Sprint shall not, and shall not
permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay
any dividends on or make other distributions in respect of any of its capital
stock, except (A) Sprint may continue the declaration and payment of regular
quarterly cash dividends not in excess of $0.125 per share of Sprint FON Stock
(and any corresponding cash dividends on shares held by the Class A Holders)
and regular dividends required by the terms of the Sprint Preferred Stock as in
effect on the date hereof, in each case with usual record and payment dates for
such dividends in accordance with Sprint's past practice and (B) dividends by
wholly owned Subsidiaries of Sprint to its parent, (ii) split, combine or
reclassify any of its capital stock or issue or authorize or propose the
issuance of any other securities in respect of, in lieu of or in substitution
for, shares of its capital stock, except for any such transaction by a wholly
owned Subsidiary of Sprint which remains a wholly owned Subsidiary after
consummation of such transaction, or (iii) repurchase, redeem or otherwise
acquire any shares of its capital stock or any securities convertible into or
exercisable for any shares of its capital stock except for the purchase from
time to time by Sprint of Sprint Common Stock (and the associated Sprint
Rights) in the ordinary course of business consistent with past practice in
connection with the Sprint Benefit Plans and the terms of the Sprint Conversion
Shares as in effect on the date hereof and except for the redemption of the
Sprint First Series Preferred Stock and Sprint Second Series Preferred Stock
pursuant to Section 5.14.

   (c) Issuance of Securities. Sprint shall not, and shall not permit any of
its Subsidiaries to, issue, deliver or sell, or authorize or propose the
issuance, delivery or sale of, any shares of its capital stock of any class,
any Sprint Voting Debt or any securities convertible into or exercisable for,
or any rights, warrants or options to acquire, any such shares or Sprint Voting
Debt, or enter into any agreement with respect to any of the foregoing, other
than (i) the issuance of Sprint Common Stock (and the associated Sprint Rights)
upon the exercise of stock options or in connection with rights under other
stock-based benefits plans, to the extent such

                                      1-22
<PAGE>

options or rights are outstanding on the date hereof in accordance with their
present terms or upon the exercise of the stock options issued pursuant to
clause (vi) below, (ii) the issuance of Sprint Capital Stock upon the
conversion of Sprint Conversion Securities pursuant to the terms thereof as in
effect on the date hereof, (iii) the issuance of Sprint PCS Stock pursuant to
the exercise of Warrants pursuant to the terms of the Warrant Agreements as in
effect on the date hereof, (iv) issuances by a wholly owned Subsidiary of
Sprint of capital stock to such Subsidiary's parent, (v) issuances in
accordance with the Sprint Rights Agreement, (vi) issuances of stock options in
connection with regular option grants by Sprint or issuances of stock options
for new hires or issuances of restricted stock, in each case in the ordinary
course of business and consistent with past practice pursuant to the Sprint
Benefit Plans, (vii) the issuance of shares of Sprint Capital Stock pursuant to
purchase rights or preemptive rights held by stockholders of Sprint under the
terms of the instruments or agreements as in effect on the date hereof pursuant
to which such shares were issued, (viii) the issuance of Sprint Capital Stock
pursuant to acquisitions permitted under Section 4.1(e) hereof or under Section
4.1 of the Sprint Disclosure Schedule or (ix) as provided in Section 5.7 of the
Sprint Disclosure Schedule.

   (d) Governing Documents. Except to the extent required to comply with their
respective obligations hereunder, required by law or required by the rules and
regulations of the NYSE, Sprint shall not amend its articles of incorporation
or by-laws.

   (e) No Acquisitions. Sprint shall not, and shall not permit any of its
Subsidiaries to, acquire or agree to acquire by merging or consolidating with,
or by purchasing a substantial equity interest in or a substantial portion of
the assets of, or by any other manner, any business or any corporation,
partnership, association or other business organization or division thereof or
otherwise acquire or agree to acquire any assets; provided, however, that the
foregoing shall not prohibit (i) acquisitions of assets used in the operations
of the business of Sprint and its Subsidiaries in the ordinary course of
business consistent with past practice, (ii) internal reorganizations or
consolidations involving existing Subsidiaries of Sprint or (iii) the creation
of new Subsidiaries of Sprint organized to conduct or continue activities
otherwise permitted by this Agreement, so long as any action otherwise
permitted by this proviso could not reasonably be expected to result in (A) any
of the conditions to the Merger set forth in Article VI not being satisfied or
(B) a material delay in the satisfaction of any such conditions.

   (f) No Dispositions. Other than (i) in the ordinary course of business
consistent with past practice and, in any event, which are not material,
individually or in the aggregate, to Sprint and its Subsidiaries taken as a
whole or (ii) internal reorganizations or consolidations involving existing
Subsidiaries of Sprint, Sprint shall not, and shall not permit any of its
Subsidiaries to, sell, lease, encumber or otherwise dispose of, or agree to
sell, lease, encumber or otherwise dispose of (including by way of a spin-off
or similar transaction), any of its assets.

   (g) Indebtedness; Investments. Sprint shall not, and shall not permit any of
its Subsidiaries to, (i) incur any indebtedness for borrowed money or guarantee
any such indebtedness of another Person, issue or sell any debt securities or
warrants or other rights to acquire any debt securities of Sprint or any of its
Subsidiaries, guarantee any debt securities of another Person, enter into any
"keep well" or other agreement to maintain any financial statement condition of
another Person (other than any wholly owned Subsidiary) or enter into any
arrangement having the economic effect of any of the foregoing, except for (A)
short-term borrowings, senior bank or similar bank financing or, subject to
prior consultation with MCI WorldCom, any other indebtedness incurred by Sprint
or any of its Subsidiaries with a maturity date not to exceed five years from
the date of its original issuance (provided that the consummation of this
Agreement or any of the transactions contemplated hereby shall not give rise
to, cause or result in, a default or event of default under the agreement or
instrument governing any such indebtedness or, an obligation to pay any amount
thereunder solely as a result of the consummation of this Agreement or any of
the transactions contemplated hereby) incurred in the ordinary course of
business consistent with past practice (or to refund existing or maturing
indebtedness) and (B) intercompany indebtedness between Sprint and any of its
wholly owned Subsidiaries or between such wholly owned Subsidiaries, (ii) make
any loans or advances to any other Person, other than (A) employee loans or
advances made by Sprint in the ordinary course of business consistent with past
practice and (B) loans or

                                      1-23
<PAGE>

advances made between Sprint and any of its wholly owned Subsidiaries or
between such wholly owned Subsidiaries, or (iii) investments in any Person
other than (A) investments in wholly owned Subsidiaries and (B) investments in
the ordinary course of business consistent with past practice and, in any
event, which are not material, individually or in the aggregate, to Sprint.

   (h) New Line of Business; Capital Expenditures. Sprint shall not, and shall
not permit any of its Subsidiaries to, (i) enter into any new material line of
business outside its Core Businesses (as defined in Sprint's articles of
incorporation) or (ii) incur or commit to any capital expenditures other than
capital expenditures incurred or committed to in the ordinary course of
business and which are not in excess of the amounts set forth in Section 4.1(h)
of the Sprint Disclosure Schedule.

   (i) Tax-Free Qualification. Sprint shall not, and shall not permit any of
its Subsidiaries to, take any action that would prevent or impede the Merger
from qualifying as a reorganization under Section 368 of the Code.

   (j) Other Actions. Sprint shall not, and shall not permit any of its
Subsidiaries to, take any action that would, or that could reasonably be
expected to, result in (i) any of the conditions to the Merger set forth in
Article VI not being satisfied or (ii) a material delay in the satisfaction of
any such conditions.

   (k) Accounting Methods. Except as disclosed in the Sprint Filed SEC Reports,
or as required by a Governmental Entity, Sprint shall not make any material
change in its methods of accounting in effect at December 31, 1998, except as
required by changes in U.S. GAAP as concurred in by Sprint's independent
auditors. Sprint shall not change its fiscal year.

   (l) Representations and Warranties. Sprint shall not take any action that
would cause the representations and warranties set forth in Section 3.1(j) to
no longer be true and correct.

   (m) Authorization of the Foregoing. Sprint shall not, and shall not permit
any of its Subsidiaries to, authorize, commit or agree to take any of the
foregoing actions.

   4.2 Covenants of MCI WorldCom. During the period from the date of this
Agreement and continuing until the Effective Time, MCI WorldCom agrees as to
itself and its Subsidiaries that (except as expressly contemplated, permitted
or required by this Agreement or as otherwise indicated on the MCI WorldCom
Disclosure Schedule or to the extent that Sprint shall otherwise consent in
writing, which consent shall not be unreasonably withheld or delayed):

   (a) Ordinary Course. Except to the extent not reasonably practicable in
light of the announcement or existence of this Agreement and the transactions
contemplated hereby, MCI WorldCom shall, and shall cause its Subsidiaries taken
as a whole to, carry on its business in the usual, regular and ordinary course
in all material respects, in substantially the same manner as heretofore
conducted, and shall use all reasonable efforts to maintain its rights and
franchises and preserve its relationships with customers, suppliers and others
having business dealings with it with the objective to minimize the impairment
of its ongoing business; provided, however, that no action by MCI WorldCom or
its Subsidiaries with respect to matters specifically addressed by any other
provisions of this Section 4.2 shall be deemed a breach of this Section 4.2(a)
unless such action would constitute a breach of one or more of such other
provisions.

   (b) Dividends; Changes in Share Capital. MCI WorldCom shall not, and shall
not permit any of its Subsidiaries to, and shall not propose to, repurchase,
redeem or otherwise acquire any shares of its capital stock or any securities
convertible into or exercisable for any shares of its capital stock except for
the purchase from time to time by MCI WorldCom of MCI WorldCom Capital Stock
(and the associated MCI WorldCom Rights) in the ordinary course of business
consistent with past practice in connection with share options, share incentive
schemes, profit sharing schemes or other benefit plans of MCI WorldCom or
repurchases of shares of MCI WorldCom Common Stock in open market or privately
negotiated transactions. In the event MCI WorldCom

                                      1-24
<PAGE>

changes (or establishes a record date for changing) the number of shares of MCI
WorldCom Common Stock issued and outstanding prior to the Effective Time as a
result of a stock split, stock dividend, recapitalization, subdivision,
reclassification, combination, exchange of shares or similar transaction with
respect to the outstanding MCI WorldCom Common Stock and the record date
therefor shall be prior to the Effective Time, the applicable Merger
Consideration shall be appropriately adjusted to reflect such stock split,
stock dividend, recapitalization, subdivision, reclassification, combination,
exchange of shares or similar transaction. In addition, in the event MCI
WorldCom pays (or establishes a record date for payment of) any dividend on, or
makes any other distribution in respect of, MCI WorldCom Common Stock, the
applicable Merger Consideration shall be appropriately adjusted to reflect such
dividend or distribution. Without limiting the foregoing, the issuance of MCI
WorldCom Rights pursuant to the MCI WorldCom Rights Agreement in respect of
each share of MCI WorldCom PCS Stock shall not cause, or result in, any
adjustment pursuant to this Section 4.2(b).

   (c) No Acquisitions. MCI WorldCom shall not, and shall not permit any of its
Subsidiaries to, acquire or agree to acquire by merging or consolidating with,
or by purchasing a substantial equity interest in or all or a substantial
portion of the assets of, or by any other manner, any business or any
corporation, partnership, association or other business organization or
division thereof, in any event (i) with a value in excess of an amount equal to
20% of the market capitalization of MCI WorldCom, for any one acquisition and
30% thereof for all acquisitions before the Closing, in each case as determined
on the date of its entering into an agreement therefor or (ii) that could
reasonably be expected to result in (A) any of the conditions to the Merger set
forth in Article VI not being satisfied or (B) a material delay in the
satisfaction of any such conditions. MCI WorldCom shall not, and shall not
permit any of its Subsidiaries to, enter into any new material line of business
outside its existing core businesses.

   (d) No Dispositions. MCI WorldCom shall not, and shall not permit any of its
Subsidiaries to, sell, lease, encumber or otherwise dispose of all or
substantially all of any material line of business for MCI WorldCom and its
Subsidiaries taken as a whole.

   (e) Tax-Free Qualification. MCI WorldCom shall not and shall not permit any
of its Subsidiaries to, take any action that would prevent or impede the Merger
from qualifying as a reorganization under Section 368 of the Code.

   (f) Other Actions. MCI WorldCom shall not, and shall not permit any of its
Subsidiaries to, take any action that would, or could reasonably be expected
to, result in (i) any of the conditions to the Merger set forth in Article VI
not being satisfied or (ii) a material delay in the satisfaction of such
conditions.

   (g) Representations and Warranties. MCI WorldCom shall not take any action
that would cause the representations and warranties set forth in Section
3.2(j)(i) to no longer be true and correct.

   (h) Authorization of the Foregoing. MCI WorldCom shall not, and shall not
permit any of its Subsidiaries to, authorize, commit or agree to take, any of
the foregoing actions.

   4.3 Control of Other Party's Business. Nothing contained in this Agreement
shall give Sprint, directly or indirectly, the right to control or direct MCI
WorldCom's operations prior to the Effective Time. Nothing contained in this
Agreement shall give MCI WorldCom, directly or indirectly, the right to control
or direct Sprint's operations prior to the Effective Time. Prior to the
Effective Time, each of Sprint and MCI WorldCom shall exercise, consistent with
the terms and conditions of this Agreement, complete control and supervision
over its respective operations.

   4.4 FT/DT Arrangements. Notwithstanding anything in this Agreement to the
contrary:

    (a) MCI WorldCom expressly consents and agrees to (i) the execution and
delivery by Sprint, Sprint Global Venture, Inc. ("SGVI") and any other
Subsidiary of Sprint of (A) the Master Transfer Agreement dated as of January
21, 2000 (the "MTA") between and among FT, DT, NAB Nordamerika Beteiligungs
Holding GmbH,

                                      1-25
<PAGE>

Atlas Telecommunications S.A., Sprint, SGVI and the JV Entities which are
parties thereto and (B) the agreements contemplated by, or to be executed and
delivered pursuant to, the MTA (together with the MTA, the "MTA Transaction
Documents"), and (ii) the performance by Sprint, SGVI and any other Subsidiary
of Sprint of their obligations thereunder and the consummation by Sprint, SGVI
and any other Subsidiary of Sprint of the transactions contemplated thereby.

    (b) MCI WorldCom agrees that neither the execution and delivery of the MTA
Transaction Documents nor the performance of the obligations thereunder or the
consummation of the transactions contemplated thereby will constitute a breach
of this Agreement or be included in determining whether a Material Adverse
Effect on Sprint or a Material Adverse Change in Sprint has occurred for any
purpose of this Agreement.

    (c) Sprint shall not, and shall not permit any of its Subsidiaries to,
amend, modify or waive any of the provisions of the MTA Transaction Documents
in any material respect without the consent of MCI WorldCom (which consent
shall not be unreasonably withheld or delayed). Sprint shall consult
immediately with MCI WorldCom regarding any communication or advisory from FT
or DT under Section 5.06(b) of the MTA.

                                   ARTICLE V

                             Additional Agreements

   5.1 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus;
Stockholders Meetings. (a) As promptly as practicable following the date
hereof, MCI WorldCom and Sprint shall jointly prepare and file with the SEC
preliminary proxy materials and any amendments or supplements thereto which
shall constitute the joint proxy statement/prospectus (such proxy
statement/prospectus, and any amendments or supplements thereto, the "Joint
Proxy Statement/Prospectus") and MCI WorldCom shall prepare and file with the
SEC the Registration Statement on Form S-4 with respect to the issuance of MCI
WorldCom Capital Stock in the Merger (the "Form S-4") in which the Joint Proxy
Statement/Prospectus will be included as a prospectus. The Form S-4 and the
Joint Proxy Statement/Prospectus shall comply as to form in all material
respects with the applicable provisions of the Securities Act and the Exchange
Act. Each of MCI WorldCom and Sprint shall use all reasonable efforts to have
the Form S-4 declared effective under the Securities Act as promptly as
practicable after filing with the SEC and to keep the Form S-4 effective as
long as is necessary to consummate the Merger. The parties shall promptly
provide copies to and consult with each other and prepare written responses
with respect to any written comments received from the SEC with respect to the
Form S-4 and the Joint Proxy Statement/Prospectus and promptly advise the other
party of any oral comments received from the SEC. MCI WorldCom agrees that none
of the information supplied or to be supplied by MCI WorldCom for inclusion or
incorporation by reference in the Joint Proxy Statement/Prospectus and each
amendment or supplement thereto, at the time of mailing thereof and at the time
of the Sprint Stockholders Meeting or the MCI WorldCom Shareholders Meeting,
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
Sprint agrees that none of the information supplied or to be supplied by Sprint
for inclusion or incorporation by reference in the Joint Proxy
Statement/Prospectus and each amendment or supplement thereto, at the time of
mailing thereof and at the time of the Sprint Stockholders Meeting or the MCI
WorldCom Shareholders Meeting, will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. For purposes of the foregoing, it is
understood and agreed that information concerning or related to MCI WorldCom
and the MCI WorldCom Shareholders Meeting will be deemed to have been supplied
by MCI WorldCom and information concerning or related to Sprint and the Sprint
Stockholders Meeting shall be deemed to have been supplied by Sprint. No
amendment or supplement to the information supplied by Sprint for inclusion in
the Joint Proxy Statement/Prospectus shall be made without the approval of
Sprint, which approval shall not be unreasonably withheld or delayed.


                                      1-26
<PAGE>

   (b) Sprint shall, as promptly as practicable following the execution of this
Agreement, duly call, give notice of, convene and hold a meeting of its
stockholders (the "Sprint Stockholders Meeting") for the purpose of obtaining
the Required Sprint Vote with respect to the transactions contemplated by this
Agreement, shall use its reasonable best efforts, subject to Section 5.4, to
solicit the adoption of this Agreement by the Required Sprint Vote and, subject
to Section 5.4, the Board of Directors of Sprint shall recommend adoption of
this Agreement by the stockholders of Sprint. Without limiting the generality
of the foregoing but subject to its rights pursuant to Sections 5.4 and 7.1(e),
Sprint agrees that its obligations pursuant to the first sentence of this
Section 5.1(b) shall not be affected by the commencement, public proposal,
public disclosure or communication to Sprint of any Sprint Acquisition
Proposal.

   (c) MCI WorldCom shall, as promptly as practicable following the execution
of this Agreement, duly call, give notice of, convene and hold a meeting of its
shareholders (the "MCI WorldCom Shareholders Meeting") for the purpose of
obtaining the Required MCI WorldCom Vote with respect to the transactions
contemplated by this Agreement, shall use its reasonable best efforts, subject
to Section 5.5, to solicit the approval of this Agreement by the Required MCI
WorldCom Vote and, subject to Section 5.5, the Board of Directors of MCI
WorldCom shall recommend the approval of this Agreement by the shareholders of
MCI WorldCom. Without limiting the generality of the foregoing but subject to
its rights pursuant to Sections 5.5 and 7.1(f), MCI WorldCom agrees that its
obligations pursuant to the first sentence of this Section 5.1(c) shall not be
affected by the commencement, public proposal, public disclosure or
communication to MCI WorldCom of any MCI WorldCom Acquisition Proposal.

   (d) The Sprint Stockholders Meeting and the MCI WorldCom Shareholders
Meeting shall take place on the same date, to the extent practicable; provided
that, notwithstanding anything in this Agreement, neither such meeting shall
take place earlier than the 121st day following the date of this Agreement.

   5.2 Access to Information. Upon reasonable notice, each of MCI WorldCom and
Sprint shall, and shall cause its Subsidiaries to, afford to the other party
and to the officers, employees, accountants, counsel, financial advisors and
other representatives of such other party reasonable access during normal
business hours, during the period prior to the Effective Time, to all its
properties, books, contracts, commitments and records and, during such period,
each of MCI WorldCom and Sprint shall, and shall cause its Subsidiaries to,
furnish promptly to the other party consistent with its legal obligations, all
other information concerning its business, properties and personnel as such
other party may reasonably request; provided, however, that each of MCI
WorldCom and Sprint may restrict the foregoing access to the extent that (i) a
Governmental Entity requires either party or any of its Subsidiaries to
restrict access to any properties or information reasonably related to any such
contract on the basis of applicable laws and regulations with respect to
national security matters or (ii) in the reasonable judgment of such party, any
law, treaty, rule or regulation of any Governmental Entity applicable to such
party requires it or its Subsidiaries to restrict access to any properties or
information. The parties will hold any such information in confidence to the
extent required by, and in accordance with, the provisions of the letter dated
September 22, 1999, between Sprint and MCI WorldCom (the "Confidentiality
Agreement"). Any investigation by MCI WorldCom or Sprint shall not affect the
representations and warranties of Sprint or MCI WorldCom, as the case may be.

   5.3 Reasonable Best Efforts. (a) Subject to the terms and conditions of this
Agreement, each party hereto will use its reasonable best efforts to (i) take,
or cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate the Merger and the other transactions contemplated by this Agreement
as soon as practicable after the date hereof and (ii) obtain and maintain all
approvals, consents, waivers, registrations, permits, authorizations,
clearances and other confirmations required to be obtained from any third party
and/or any Governmental Entity that are reasonably necessary to consummate the
Merger and the transactions contemplated hereby (each a "Required Approval").
In furtherance and not in limitation of the foregoing, each party hereto agrees
to make, as promptly as practicable, to the extent it has not already done so,
(i) an appropriate filing of a Notification and Report Form pursuant to the HSR
Act with respect to the transactions contemplated hereby (which filing shall be
made in any event within five Business Days of the date hereof), (ii)
appropriate filings with the FCC and PUCs with

                                      1-27
<PAGE>

respect to the transactions contemplated hereby, (iii) appropriate filings with
the European Commission in accordance with applicable competition, merger
control, antitrust or similar laws within the time periods specified
thereunder, and (iv) all necessary filings with other Governmental Entities
relating to the Merger, and, in each case, to supply as promptly as practicable
any additional information and documentary material that may be requested
pursuant to such laws and to use reasonable best efforts to cause the
expiration or termination of the applicable waiting periods under the HSR Act
and the receipt of Required Approvals under such other laws as soon as
practicable. Notwithstanding the foregoing, nothing in this Section 5.3 shall
require, or be deemed to require, (i) MCI WorldCom or Sprint to agree to or
effect any divestiture or take any other action if doing so would, individually
or in the aggregate, reasonably be expected to materially impair the parties'
ability to achieve the overall benefits expected, as of the date hereof, to be
realized from the consummation of the Merger or (ii) MCI WorldCom or Sprint to
agree to or effect any divestiture or take any other action that is not
conditional on the consummation of the Merger.

   (b) Each of MCI WorldCom and Sprint shall, in connection with the efforts
referenced in Section 5.3(a) to obtain all Required Approvals, use its
reasonable best efforts to (i) cooperate in all respects with each other in
connection with any filing or submission and in connection with any
investigation or other inquiry, including any proceeding initiated by a private
party; (ii) promptly inform the other party of any communication received by
such party from, or given by such party to, the FCC, PUCs, the Antitrust
Division of the Department of Justice (the "DOJ") or any other Governmental
Entity and of any material communication received or given in connection with
any proceeding by a private party, in each case regarding any of the
transactions contemplated hereby, and (iii) permit the other party to review
any communications given by it to, and consult with each other in advance to
the extent practicable of any meeting or conference with, the FCC, PUCs, the
DOJ or any such other Governmental Entity or, in connection with any proceeding
by a private party, with any other Person, and to the extent permitted by the
FCC, PUCs, the DOJ or such other applicable Governmental Entity or other
Person, give the other party the opportunity to attend and participate in such
meetings and conferences.

   (c) In furtherance and not in limitation of the covenants of the parties
contained in Sections 5.3(a) and 5.3(b), if any administrative or judicial
action or proceeding, including any proceeding by a private party, is
instituted (or threatened to be instituted) challenging any transaction
contemplated by this Agreement as violative of any Regulatory Law, or if any
statute, rule, regulation, executive order, decree, injunction or
administrative order is enacted, entered, promulgated or enforced by a
Governmental Entity which would make the Merger or the transactions
contemplated hereby illegal or would otherwise prohibit or materially impair or
delay the consummation of the Merger or the transactions contemplated hereby,
each of MCI WorldCom and Sprint shall cooperate in all respects with each other
and use its respective reasonable best efforts to contest and resist any such
action or proceeding and to have vacated, lifted, reversed or overturned any
decree, judgment, injunction or other order, whether temporary, preliminary or
permanent, that is in effect and that prohibits, prevents or restricts
consummation of the Merger or the transactions contemplated by this Agreement
and to have such statute, rule, regulation, executive order, decree, injunction
or administrative order repealed, rescinded or made inapplicable.
Notwithstanding the foregoing or any other provision of this Agreement, nothing
in this Section 5.3 shall limit a party's right to terminate this Agreement
pursuant to Section 7.1(b) or 7.1(c) so long as such party has up to then
complied in all respects with its obligations under this Section 5.3. For
purposes of this Agreement, "Regulatory Law" means the Sherman Act, as amended,
the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as
amended, the Federal Communications Act, as amended, Regulation 4064/89 and all
other Federal, state and foreign, if any, statutes, rules, regulations, orders,
decrees, administrative and judicial doctrines and other laws that are designed
or intended to regulate mergers, acquisitions or other business combinations.

   (d) Sprint and its Board of Directors shall, if any state takeover statute
or similar statute becomes applicable to this Agreement, the Merger or any
other transactions contemplated hereby or thereby, take all action reasonably
necessary to ensure that the Merger and the other transactions contemplated by
this Agreement may be consummated as promptly as practicable on the terms
contemplated hereby or thereby and

                                      1-28
<PAGE>

otherwise to minimize the effect of such statute or regulation on this
Agreement, the Merger and the other transactions contemplated hereby.

   (e) MCI WorldCom and its Board of Directors shall, if any state takeover
statute or similar statute becomes applicable to this Agreement, the Merger or
any other transactions contemplated hereby, to the extent legally permissible
take all action reasonably necessary to ensure that the Merger and the other
transactions contemplated by this Agreement may be consummated as promptly as
practicable on the terms contemplated hereby and otherwise to minimize the
effect of such statute or regulation on this Agreement, the Merger and the
other transactions contemplated hereby.

   5.4 No Solicitation by Sprint. (a) Sprint shall not, nor shall it permit any
of its Subsidiaries to, nor shall it authorize or permit any of its directors,
officers or employees or any investment banker, financial advisor, attorney,
accountant or other representative retained by it or any of its Subsidiaries
to, directly or indirectly through another Person, (i) solicit, initiate or
knowingly encourage (including by way of furnishing information), or knowingly
take any other action to facilitate, the making of any proposal that
constitutes a Sprint Competing Proposal or (ii) participate in any discussions
or negotiations regarding any Sprint Competing Proposal; provided, however,
that if, at any time during the period commencing on the 61st day after the
date hereof and ending on the date the Required Sprint Vote is obtained (the
"Sprint Applicable Period"), the Board of Directors of Sprint, in the exercise
of its fiduciary duties, determines in good faith, after consultation with
outside counsel, that to do otherwise would not be in the best interests of
Sprint's stockholders, Sprint and its representatives may, in response to a
Sprint Superior Proposal which did not result from a breach of this Section
5.4(a), and subject to providing prior or contemporaneous notice of its
decision to take such action to MCI WorldCom, (x) furnish information with
respect to Sprint and its Subsidiaries to any Person making a Sprint Superior
Proposal pursuant to a customary confidentiality agreement (as determined by
Sprint after consultation with its outside counsel) and (y) participate in
discussions or negotiations regarding such Sprint Superior Proposal. This
Section 5.4 is subject to Section 5.4 of the Sprint Disclosure Schedule. For
purposes of this Agreement, "Sprint Competing Proposal" means any bona fide
proposal or offer from any Person relating to any direct or indirect
acquisition or purchase of 20% or more of the assets of Sprint and its
Subsidiaries, taken as a whole, or 20% or more of the combined voting power of
the shares of Sprint Common Stock, any tender offer or exchange offer that if
consummated would result in any Person beneficially owning 20% or more of the
combined voting power of the shares of Sprint Common Stock, or any merger,
consolidation, business combination, recapitalization, liquidation, dissolution
or similar transaction involving Sprint or any of its Subsidiaries in which the
other party thereto or its stockholders will own 20% or more of the combined
voting power of the parent entity resulting from any such transaction, other
than the transactions contemplated by this Agreement. For purposes of this
Agreement, a "Sprint Superior Proposal" means (i) any proposal made by a third
party relating to any direct or indirect acquisition or purchase of 50% or more
of the assets of Sprint and its Subsidiaries, taken as a whole, or 50% or more
of the combined voting power of the shares of Sprint Common Stock, any tender
offer or exchange offer that if consummated would result in any Person
beneficially owning 50% or more of the combined voting power of the shares of
Sprint Common Stock or any merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction involving
Sprint or any of its Subsidiaries in which the other party thereto or its
stockholders will own 40% or more of the combined voting power of the parent
entity resulting from any such transaction and (ii) otherwise on terms which
the Board of Directors of Sprint determines in its good faith judgment (based
on the advice of a financial advisor of nationally recognized reputation),
taking into account the Person making the proposal and the legal, financial,
regulatory and other aspects of the proposal deemed appropriate by the Board of
Directors of Sprint, (x) would be more favorable than the Merger to Sprint's
stockholders taken as a whole, (y) is reasonably capable of being completed and
(z) for which financing, to the extent required, is then committed or is
reasonably capable of being obtained by such third party.

   (b) Neither the Board of Directors of Sprint nor any committee thereof shall
(i) withdraw, or propose publicly to withdraw, in a manner adverse to MCI
WorldCom, the approval or recommendation by such Board of Directors or such
committee of the Merger or this Agreement, (ii) subject to Section 5.4(d),
modify, or

                                      1-29
<PAGE>

propose publicly to modify, in a manner adverse to MCI WorldCom, the approval
or recommendation by such Board of Directors or such committee of the Merger or
this Agreement, (iii) approve or recommend, or propose publicly to approve or
recommend, any Sprint Competing Proposal or (iv) approve or recommend, or
propose to approve or recommend, or execute or enter into, any letter of
intent, agreement in principle, merger agreement, acquisition agreement, option
agreement or other similar agreement or propose publicly or agree to do any of
the foregoing (each, a "Sprint Acquisition Agreement") related to any Sprint
Competing Proposal. Notwithstanding the foregoing, during the Sprint Applicable
Period, in response to a Sprint Superior Proposal which did not result from a
breach of Section 5.4(a), if the Board of Directors of Sprint, in the exercise
of its fiduciary duties, determines in good faith, after consultation with
outside counsel, that to do otherwise would not be in the best interests of
Sprint's stockholders, the Board of Directors of Sprint may (x) modify or
propose publicly to modify, in a manner adverse to MCI WorldCom, the approval
or recommendation of the Merger or this Agreement by the Board of Directors of
Sprint and/or (y) terminate this Agreement (and concurrently with or after such
termination, if it so chooses, cause Sprint to enter into any Sprint
Acquisition Agreement with respect to any Sprint Superior Proposal), but, in
the case of clause (y), only at a time that is during the Sprint Applicable
Period and is after the fourth Business Day (or the second calendar day in the
case of a material amendment to a Sprint Superior Proposal) following MCI
WorldCom's receipt of written notice advising MCI WorldCom that the Board of
Directors of Sprint is prepared to accept a Sprint Superior Proposal (or any
material amendment thereto), specifying the material terms and conditions of
such Sprint Superior Proposal (or any material amendment thereto) and
identifying the Person making such Sprint Superior Proposal (or any material
amendment thereto).

   (c) In addition to the obligations of Sprint set forth in paragraphs (a) and
(b) of this Section 5.4, Sprint shall promptly advise MCI WorldCom of any
Sprint Competing Proposal or any inquiry or request for information relating
thereto, the material terms and conditions of such request or Sprint Competing
Proposal and the identity of the Person making such request or Sprint Competing
Proposal. Sprint will promptly keep MCI WorldCom reasonably informed of the
status (including amendments) of any such request or Sprint Competing Proposal.

   (d) Nothing contained in this Section 5.4 shall prohibit Sprint from taking
and disclosing to its stockholders a position contemplated by Rule 14d-9 or
14e-2 promulgated under the Exchange Act or from making any disclosure to
Sprint's stockholders if, in the good faith judgment of the Board of Directors
of Sprint, after consultation with outside counsel, failure so to disclose
would be inconsistent with its obligations under applicable law; provided,
however, that, subject to Section 5.4(b), neither Sprint nor its Board of
Directors nor any committee thereof shall withdraw, or propose publicly to
withdraw, its position with respect to this Agreement or the Merger or approve
or recommend, or propose publicly to approve or recommend, a Sprint Competing
Proposal.

   5.5 No Solicitation by MCI WorldCom. (a) MCI WorldCom shall not, nor shall
it permit any of its Subsidiaries to, nor shall it authorize or permit any of
its directors, officers or employees or any investment banker, financial
advisor, attorney, accountant or other representative retained by it or any of
its Subsidiaries to, directly or indirectly through another Person, (i)
solicit, initiate or knowingly encourage (including by way of furnishing
information), or knowingly take any other action to facilitate, the making of
any proposal that constitutes an MCI WorldCom Competing Proposal or (ii)
participate in any discussions or negotiations regarding any MCI WorldCom
Competing Proposal; provided, however, that if, at any time during the period
commencing on the 61st day after the date hereof and ending on the date
Required MCI WorldCom Vote is obtained (the "MCI WorldCom Applicable Period"),
the Board of Directors of MCI WorldCom, in the exercise of its fiduciary
duties, determines in good faith, after consultation with outside counsel, that
to do otherwise would not be in the best interests of MCI WorldCom's
shareholders, MCI WorldCom and its representatives may, in response to an MCI
WorldCom Superior Proposal which did not result from a breach of this Section
5.5(a), and subject to providing prior or contemporaneous notice of its
decision to take such action to Sprint, (x) furnish information with respect to
MCI WorldCom and its Subsidiaries to any Person making an MCI WorldCom Superior
Proposal pursuant to a customary confidentiality agreement (as determined by
MCI

                                      1-30
<PAGE>

WorldCom after consultation with its outside counsel) and (y) participate in
discussions or negotiations regarding such MCI WorldCom Superior Proposal. For
purposes of this Agreement, "MCI WorldCom Competing Proposal" means any bona
fide proposal or offer from any Person relating to any direct or indirect
acquisition or purchase of 20% or more of the assets of MCI WorldCom and its
Subsidiaries, taken as a whole, or 20% or more of the combined voting power of
the shares of MCI WorldCom Common Stock, any tender offer or exchange offer
that if consummated would result in any Person beneficially owning 20% or more
of the combined voting power of the shares of MCI WorldCom Common Stock, or any
merger, consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving MCI WorldCom or any of its
Subsidiaries in which the other party thereto or its shareholders will own 20%
or more of the combined voting power of the shares of the parent entity
resulting from any such transaction, other than the transactions contemplated
by this Agreement. For purposes of this Agreement, an "MCI WorldCom Superior
Proposal" means (i) (A) any proposal made by a third party relating to any
direct or indirect acquisition or purchase of 50% or more of the assets of MCI
WorldCom and its Subsidiaries, taken as a whole, or 50% or more of the combined
voting power of the shares of MCI WorldCom Common Stock, any tender offer or
exchange offer that if consummated would result in any Person beneficially
owning 50% or more of the combined voting power of the shares of MCI WorldCom
Common Stock, or (B) any merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction involving MCI
WorldCom or any of its Subsidiaries in which (1) the other party thereto or its
shareholders will own 50% or more of the combined voting power of the shares of
the parent entity resulting from any such transaction and (2) representatives
of such other party shall represent a majority of the Board of Directors of
such parent entity, and (ii) otherwise on terms which the Board of Directors of
MCI WorldCom determines in its good faith judgment (based on the advice of a
financial advisor of nationally recognized reputation), taking into account the
Person making the proposal and the legal, financial, regulatory and other
aspects of the proposal deemed appropriate by the Board of Directors of MCI
WorldCom, (x) would be more favorable than the Merger to MCI WorldCom's
shareholders taken as a whole, (y) is reasonably capable of being completed and
(z) for which financing, to the extent required, is then committed or is
reasonably capable of being obtained by such third party.

   (b) Neither the Board of Directors of MCI WorldCom nor any committee thereof
shall (i) withdraw, or propose publicly to withdraw, in a manner adverse to
Sprint, the approval or recommendation by such Board of Directors or such
committee of the Merger or this Agreement, (ii) subject to Section 5.5(d),
modify, or propose publicly to modify, in a manner adverse to Sprint, the
approval or recommendation by such Board of Directors or such committee of the
Merger or this Agreement, (iii) approve or recommend, or propose publicly to
approve or recommend, any MCI WorldCom Competing Proposal or (iv) approve or
recommend, or propose to approve or recommend, or execute or enter into, any
letter of intent, agreement in principle, merger agreement, acquisition
agreement, option agreement or other similar agreement or propose publicly or
agree to do any of the foregoing (each, an "MCI WorldCom Acquisition
Agreement") related to any MCI WorldCom Competing Proposal. Notwithstanding the
foregoing, during the MCI WorldCom Applicable Period, in response to an MCI
WorldCom Superior Proposal which did not result from a breach of Section
5.5(a), if the Board of Directors of MCI WorldCom, in the exercise of its
fiduciary duties, determines in good faith, after consultation with outside
counsel, that to do otherwise would not be in the best interests of MCI
WorldCom's shareholders, the Board of Directors of MCI WorldCom may (x) modify
or propose publicly to modify, in a manner adverse to Sprint, the approval or
recommendation of the Merger or this Agreement by the Board of Directors of MCI
WorldCom and/or (y) terminate this Agreement (and concurrently with or after
such termination, if it so chooses, cause MCI WorldCom to enter into any MCI
WorldCom Acquisition Agreement with respect to any MCI WorldCom Superior
Proposal), but, in the case of clause (y), only at a time that is during the
MCI WorldCom Applicable Period and is after the fourth Business Day (or the
second calendar day in the case of a material amendment to an MCI WorldCom
Superior Proposal) following Sprint's receipt of written notice advising Sprint
that the Board of Directors of MCI WorldCom is prepared to accept an MCI
WorldCom Superior Proposal (or any material amendment thereto), specifying the
material terms and conditions of such MCI WorldCom Superior Proposal (or any
material amendment thereto) and identifying the Person making such MCI WorldCom
Superior Proposal (or any material amendment thereto).

                                      1-31
<PAGE>

   (c) In addition to the obligations of MCI WorldCom set forth in paragraphs
(a) and (b) of this Section 5.5, MCI WorldCom shall promptly advise Sprint of
any MCI WorldCom Competing Proposal or any inquiry or request for information
relating thereto, the material terms and conditions of such request or MCI
WorldCom Competing Proposal and the identity of the Person making such request
or MCI WorldCom Competing Proposal. MCI WorldCom will promptly keep Sprint
reasonably informed of the status (including amendments) of any such request
or MCI WorldCom Competing Proposal.

   (d) Nothing contained in this Section 5.5 shall prohibit MCI WorldCom from
taking and disclosing to its shareholders a position contemplated by Rule 14d-
9 or 14e-2 promulgated under the Exchange Act or from making any disclosure to
MCI WorldCom's shareholders if, in the good faith judgment of the Board of
Directors of MCI WorldCom, after consultation with outside counsel, failure so
to disclose would be inconsistent with its obligations under applicable law;
provided, however, that, subject to Section 5.5(b), neither MCI WorldCom nor
its Board of Directors nor any committee thereof shall withdraw, or propose
publicly to withdraw, its position with respect to this Agreement or the
Merger or approve or recommend, or propose publicly to approve or recommend,
an MCI WorldCom Competing Proposal.

   5.6 Sprint Stock Options. (a) As soon as practicable following the date of
this Agreement, the Board of Directors of Sprint (or, if appropriate, any
committee administering the Sprint Stock Option Plans) shall adopt such
resolutions or take such other actions as may be required to effect the
following:

     (i) adjust the terms of all outstanding Sprint Stock Options (each, as
  so adjusted, an "Adjusted Option"), whether vested or unvested, as
  necessary to provide that, at the Effective Time, each Sprint Stock Option
  outstanding immediately prior to the Effective Time shall be amended and
  converted, on the same terms and conditions as were applicable under such
  Sprint Stock Option, as follows:

       (A) each Sprint Stock Option to acquire shares of Sprint FON Stock
    will be converted into an option to acquire the number of shares of MCI
    WorldCom Common Stock determined by multiplying the number of shares of
    Sprint FON Stock subject to such Sprint Stock Option by the FON
    Exchange Ratio (rounded up to the nearest whole share) at an exercise
    price determined by dividing the exercise price set forth in such
    Sprint Stock Option by the FON Exchange Ratio (rounded up to the
    nearest whole cent); and

       (B) each Sprint Stock Option to acquire shares of any class of
    Sprint PCS Stock will be converted into an option to acquire:

         (x) an equivalent number of shares of MCI WorldCom Series 1 PCS
      Stock at the same exercise price as the exercise price for such
      Sprint PCS Stock plus

         (y) an amount of MCI WorldCom Common Stock for no additional
      consideration equal to the number of shares of such Sprint PCS Stock
      subject to such Sprint Stock Option multiplied by the PCS Exchange
      Ratio, (rounded up to the nearest whole share) (the "MCI WorldCom
      Common Stock Option Shares"), where such option shall automatically
      be exercised (as part of the exercise of the option to acquire MCI
      WorldCom Series 1 PCS Stock described in the preceding clause (x))
      for a number of shares of MCI WorldCom Common Stock each time that
      such option to acquire MCI WorldCom Series 1 PCS Stock is exercised,
      and where the number of shares of MCI WorldCom Common Stock to be
      acquired upon such exercise shall:

                 (1) equal "Z" (rounded up to the nearest whole share), where
              "Z" equals (i) the number of shares of MCI WorldCom Series 1 PCS
              Stock to be acquired pursuant to such exercise of such option
              multiplied by (ii) the PCS Exchange Ratio; or

                 (2) equal the number of shares of MCI WorldCom Common Stock
              which remain subject to such option, if such exercise is for all
              the shares of MCI WorldCom Series 1 PCS Stock which remain
              subject to such option;

          ; provided, however, that the maximum number of shares of MCI
          WorldCom Common Stock issuable pursuant to all such exercises of an
          Adjusted Option described in this Section

                                     1-32
<PAGE>

         5.6(a)(i)(B) shall not in the aggregate exceed the number of MCI
         WorldCom Common Stock Option Shares; and

     (ii) make such other changes to the Sprint Stock Option Plans as MCI
  WorldCom and Sprint may agree are appropriate to give effect to the Merger.

   (b) The adjustments provided in this Section 5.6 with respect to any Sprint
Stock Options to which Section 421(a) of the Code applies shall be and are
intended to be effected in a manner which is consistent with Section 424(a) of
the Code.

   (c) Prior to the Effective Time, MCI WorldCom shall take all necessary
actions (including, if required to comply with Section 162(m) of the Code (and
the regulations thereunder) or applicable law or rule of Nasdaq, obtaining the
approval of its shareholders at the next regularly scheduled annual meeting of
MCI WorldCom following the Effective Time) to assume as of the Effective Time
all obligations undertaken by, or on behalf of, Sprint under Section 5.6(a)
and to adopt at the Effective Time the Sprint Stock Option Plans and each
Adjusted Option and to take all other action called for in this Section 5.6,
including the reservation, issuance and listing of MCI WorldCom Capital Stock
in a number at least equal to the number of shares of MCI WorldCom Common
Stock that will be subject to the Adjusted Options.

   (d) As soon as practicable following the Effective Time, MCI WorldCom shall
prepare and file with the SEC a registration statement on Form S-8 (or another
appropriate form) registering a number of shares of MCI WorldCom Common Stock
equal to the number of shares subject to the Adjusted Options. Such
registration statement shall be kept effective (and the current status of the
prospectus or prospectuses required thereby shall be maintained) at least for
so long as any Adjusted Options or any unsettled awards granted under the
Sprint Stock Option Plans after the Effective Time may remain outstanding.

   (e) As soon as practicable after the Effective Time, MCI WorldCom shall
deliver to the holders of the Sprint Stock Options appropriate notices setting
forth such holders' rights pursuant to the respective Sprint Stock Option
Plans and the agreements evidencing the grants of such Sprint Stock Options
and that such Sprint Stock Options and agreements shall be assumed by MCI
WorldCom and shall continue in effect on the same terms and conditions
(subject to the adjustments required by this Section 5.6 after giving effect
to the Merger).

   (f) Except as otherwise expressly provided in this Section 5.6 and except
to the extent required under the respective terms of the Sprint Stock Options,
all restrictions or limitations on transfer and vesting with respect to the
Sprint Stock Options awarded under the Sprint Stock Option Plans or any other
plan, program or arrangement of Sprint or any of its Subsidiaries, to the
extent that such restrictions or limitations shall not have already lapsed,
and all other terms thereof, shall remain in full force and effect with
respect to such options after giving effect to the Merger and the assumption
by MCI WorldCom as set forth above.

   5.7 Employee Matters. (a) During the one-year period following the
Effective Time (the "Transition Period"), MCI WorldCom shall maintain employee
benefit plans, programs and policies for the employees of Sprint and its
Subsidiaries which, in the aggregate, are substantially comparable to the
employee benefit plans, programs and policies provided by Sprint and its
Subsidiaries before the Effective Time (other than Sprint's Employees Stock
Purchase Plan). Furthermore, no employee of Sprint or a Subsidiary of Sprint
shall have his or her base hourly rate of pay, base salary or bonus
opportunity reduced during the Transition Period except to the extent such
reduction is called for as a result of a violation of MCI WorldCom's generally
applicable policies or a failure to satisfy MCI WorldCom's generally
applicable performance standards for similarly situated MCI WorldCom
employees. The participant accounts in each unfunded plan, program or policy
of Sprint and each Subsidiary of Sprint which are designed to track the
performance of Sprint Capital Stock but which only pay benefits in cash shall
be converted at the Effective Time to accounts which track the performance of
the corresponding MCI WorldCom Capital Stock based upon the principles set
forth in this Agreement for converting Sprint Capital Stock to MCI WorldCom
Capital Stock except that there shall be no rounding up or down as part of
such conversions.


                                     1-33
<PAGE>

   (b) During the one-year period following the Transition Period, the
employees of Sprint and each Subsidiary of Sprint shall be eligible to
participate in employee benefit plans, programs and policies which, in the
aggregate, are substantially comparable to the employee benefit plans, programs
and policies maintained by MCI WorldCom for similarly situated employees. Each
employee of Sprint and each Subsidiary of Sprint shall receive full credit
under each applicable MCI WorldCom plan, program or policy for his or her
service as an employee of Sprint and any Subsidiary of Sprint on the same basis
that he or she would have received such credit if such service had been
completed as an employee of MCI WorldCom for purposes of satisfying any service
requirement to participate in such plan, program or policy (including any plan,
program or policy which provides post-retirement medical benefits) and any
service requirement to receive a non-forfeitable interest in the benefits under
such plan, program or policy. Furthermore, if any such MCI WorldCom plan,
program or policy has any active employment requirements, pre-existing
condition requirements, co-pay, coinsurance or deductible requirements in
effect for a year and an employee of Sprint or a Subsidiary of Sprint had
satisfied (or had made payments towards satisfying) such requirements for a
part of such year as a participant in a Sprint plan, program or policy, such
employee shall receive full credit for satisfying (or for payments made towards
satisfying) such requirements in the MCI WorldCom plan, program or policy for
such year when he or she begins to participate in such plan, program or policy
and any such co-pay, coinsurance or deductible requirements for such year under
the MCI WorldCom plan, program or policy shall be no greater than the co-pay,
coinsurance or deductible requirement under the Sprint plan, program or policy
for such year.

   (c) MCI WorldCom and Sprint will implement the provisions relating to Sprint
employee matters set forth in Section 5.7 of the Sprint Disclosure Schedule.

   5.8 Fees and Expenses. (a) Whether or not the Merger is consummated, all
Expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such Expenses, except
Expenses incurred in connection with the filing, printing and mailing of the
Form S-4 and the Joint Proxy Statement/Prospectus (including SEC filing fees)
and the filing fees for the premerger notification and report forms under the
HSR Act and for filings with the European Commission, which shall be shared
equally by MCI WorldCom and Sprint. As used in this Agreement, "Expenses"
includes all out-of-pocket expenses (including all fees and expenses of
counsel, accountants, investment bankers, experts and consultants to a party
hereto and its affiliates) incurred by a party or on its behalf in connection
with or related to the authorization, preparation, negotiation, execution and
performance of this Agreement and the transactions contemplated hereby,
including the preparation, printing, filing and mailing of the Form Su-4 and
the Joint Proxy Statement/Prospectus and the solicitation of stockholder
approvals and all other matters related to the transactions contemplated
hereby.

   (b) If (1) prior to the date the Required Sprint Vote is obtained a Sprint
Competing Proposal shall have been made to Sprint or any of its Subsidiaries or
shall have been made directly to the stockholders of Sprint generally or any
Person shall have publicly announced an intention (whether or not conditional)
to make a Sprint Competing Proposal and thereafter this Agreement is terminated
by either MCI WorldCom or Sprint pursuant to Section 7.1(b) without a Sprint
Stockholders Meeting having occurred or 7.1(d)(i) or (2) this Agreement is
terminated (i) by Sprint pursuant to Section 7.1(e) or (ii) by MCI WorldCom
pursuant to Section 7.1(j), then Sprint shall promptly, but in no event later
than the date of such termination, pay MCI WorldCom a fee equal to $2.5 billion
(the "Termination Fee"), payable by wire transfer of same day funds; provided,
however, that no Termination Fee shall be payable to MCI WorldCom pursuant to
clause (1) or (2)(ii) of this paragraph (b) unless and until within 12 months
of such termination Sprint or any of its Subsidiaries enters into any Sprint
Acquisition Agreement with respect to, or approves or consummates, any Sprint
Competing Proposal (for the purposes of the foregoing proviso the term "Sprint
Competing Proposal" shall mean a Sprint Superior Proposal pursuant to clause
(i) (without giving effect to clause (ii)) of the definition thereof in Section
5.4(a), in which event the Termination Fee shall be payable upon the first to
occur of such events. Sprint acknowledges that the agreements contained in this
Section 5.8(b) are an integral part of the transactions contemplated by this
Agreement, and that, without these agreements, MCI WorldCom would not enter
into this Agreement; accordingly, if Sprint fails promptly to pay the amount
due pursuant to this Section 5.8(b), and, in

                                      1-34
<PAGE>

order to obtain such payment, MCI WorldCom commences a suit which results in a
judgment against Sprint for the fee set forth in this Section 5.8(b), Sprint
shall pay to MCI WorldCom its costs and expenses (including attorneys' fees and
expenses) in connection with such suit, together with interest on the amount of
the fee at the prime rate of Citibank, N.A. in effect on the date such payment
was required to be made.

   (c) If (1) prior to the date the Required MCI WorldCom Vote is obtained an
MCI WorldCom Competing Proposal shall have been made to MCI WorldCom or any of
its Subsidiaries or shall have been made directly to the shareholders of MCI
WorldCom generally or any Person shall have publicly announced an intention
(whether or not conditional) to make an MCI WorldCom Competing Proposal and
thereafter this Agreement is terminated by either MCI WorldCom or Sprint
pursuant to Section 7.1(b) without an MCI WorldCom Shareholders Meeting having
occurred or 7.1(d)(ii) or (2) this Agreement is terminated (i) by MCI WorldCom
pursuant to Section 7.1(f) or (ii) by Sprint pursuant to Section 7.1(i), then
MCI WorldCom shall promptly, but in no event later than the date of such
termination, pay Sprint the Termination Fee, payable by wire transfer of same
day funds; provided, however, that no Termination Fee shall be payable to
Sprint pursuant to clause (1) or (2)(ii) of this paragraph (c) unless and until
within 12 months of such termination MCI WorldCom or any of its Subsidiaries
enters into any MCI WorldCom Acquisition Agreement with respect to, or approves
or consummates, any MCI WorldCom Competing Proposal (for the purposes of the
foregoing proviso the term "MCI WorldCom Competing Proposal" shall mean an MCI
WorldCom Superior Proposal pursuant to clause (i) (without giving effect to
clause (ii)) of the definition thereof in Section 5.5(a), in which event the
Termination Fee shall be payable upon the first to occur of such events. MCI
WorldCom acknowledges that the agreements contained in this Section 5.8(c) are
an integral part of the transactions contemplated by this Agreement, and that,
without these agreements, Sprint would not enter into this Agreement;
accordingly, if MCI WorldCom fails promptly to pay the amount due pursuant to
this Section 5.8(c), and, in order to obtain such payment, Sprint commences a
suit which results in a judgment against MCI WorldCom for the fee set forth in
this Section 5.8(c), MCI WorldCom shall pay to Sprint its costs and expenses
(including attorneys' fees and expenses) in connection with such suit, together
with interest on the amount of the fee at the prime rate of Citibank, N.A. in
effect on the date such payment was required to be made.

   5.9 Indemnification, Exculpation and Insurance. (a) MCI WorldCom agrees that
all rights to indemnification and exculpation from liabilities for acts or
omissions occurring at or prior to the Effective Time now existing in favor of
the current or former directors or officers of Sprint and its Subsidiaries as
provided in their respective articles of incorporation or by-laws (or
comparable organizational documents) and any indemnification agreements of
Sprint, the existence of which does not constitute a breach of this Agreement,
shall be assumed by MCI WorldCom, as the Surviving Corporation in the Merger,
without further action, as of the Effective Time and shall survive the Merger
and shall continue in full force and effect in accordance with their terms.

   (b) In the event that MCI WorldCom or any of its successors or assigns (i)
consolidates with or merges into any other Person and is not the continuing or
surviving corporation or entity of such consolidation or merger or (ii)
transfers or conveys all or substantially all of its properties and assets to
any Person, then, and in each such case, proper provision will be made so that
the successors and assigns of MCI WorldCom assume the obligations set forth in
this Section 5.9.

   (c) For six years after the Effective Time, MCI WorldCom shall maintain in
effect Sprint's current directors' and officers' liability insurance covering
acts or omissions occurring prior to the Effective Time with respect to those
Persons who are currently covered by Sprint's directors' and officers'
liability insurance policy on terms with respect to such coverage and amount no
less favorable than those of such policy in effect on the date hereof;
provided, however, that in no event shall MCI WorldCom be required to expend in
any one year an amount in excess of 200% of the annual premiums currently paid
by Sprint for such insurance; and, provided, further, that if the annual
premiums of such insurance coverage exceed such amount, MCI WorldCom shall be
obligated to obtain a policy with the greatest coverage available for such
amount.


                                      1-35
<PAGE>

   5.10 Sprint Rights Agreement. The Board of Directors of Sprint shall take
all action to the extent necessary (including amending the Sprint Rights
Agreement) in order to render the Sprint Rights inapplicable to the Merger and
the other transactions contemplated by this Agreement. Except in connection
with the foregoing sentence or, with respect to a Sprint Superior Proposal,
concurrently with or after a termination of this Agreement by Sprint in
accordance with Section 5.4(b), the Board of Directors of Sprint shall not,
without the prior written consent of MCI WorldCom, (a) amend the Sprint Rights
Agreement or (b) take any action with respect to, or make any determination
under, the Sprint Rights Agreement, including a redemption of the Sprint
Rights, in each case in order to facilitate a Sprint Competing Proposal.

   5.11 MCI WorldCom Rights Agreement. The Board of Directors of MCI WorldCom
shall take all action to the extent necessary (including amending the MCI
WorldCom Rights Agreement) in order to render the MCI WorldCom Rights
inapplicable to the Merger and the other transactions contemplated by this
Agreement. Except in connection with the foregoing sentence or, with respect to
an MCI WorldCom Superior Proposal, concurrently with or after a termination of
this Agreement by MCI WorldCom in accordance with Section 5.5(b), the Board of
Directors of MCI WorldCom shall not, without the prior written consent of
Sprint, (a) amend the MCI WorldCom Rights Agreement or (b) take any action with
respect to, or make any determination under, the MCI WorldCom Rights Agreement,
including a redemption of the MCI WorldCom Rights, in each case in order to
facilitate an MCI WorldCom Competing Proposal. Notwithstanding the foregoing,
MCI WorldCom may amend the MCI WorldCom Rights Agreement to effect a
transaction permitted by Section 4.2(c) of this Agreement.

   5.12 Public Announcements. Sprint and MCI WorldCom shall use all reasonable
efforts to develop a joint communications plan and each party shall use all
reasonable efforts (i) to ensure that all press releases and other public
statements with respect to the transactions contemplated hereby shall be
consistent with such joint communications plan, and (ii) unless otherwise
required by applicable law or by obligations pursuant to any listing agreement
with or rules of any securities exchange, to consult with each other before
issuing any press release or otherwise making any public statement with respect
to this Agreement or the transactions contemplated hereby.

   5.13 Listing. MCI WorldCom shall use its reasonable best efforts to cause
the shares of MCI WorldCom Common Stock and MCI WorldCom Series 1 PCS Stock to
be issued in the Merger to be approved for quotation on Nasdaq, subject to
official notice of issuance.

   5.14 Redemption of Sprint First Series Preferred Stock and Sprint Second
Series Preferred Stock. Prior to the Effective Time, Sprint shall have redeemed
all the issued and outstanding shares of Sprint First Series Preferred Stock
and Sprint Second Series Preferred Stock in accordance with the terms of
Sprint's articles of incorporation.

   5.15 Affiliate Letter. On or prior to the date of the Sprint Stockholders
Meeting, Sprint will deliver to MCI WorldCom a letter (the "Sprint Affiliate
Letter") identifying all Persons who are, or may be, "affiliates" of Sprint for
purposes of Rule 145 under the Securities Act ("Rule 145"). On or prior to the
Closing Date, Sprint will use its reasonable efforts to deliver on behalf of
each Person identified as an "affiliate" in the Sprint Affiliate Letter a
written agreement in connection with restrictions on affiliates under Rule 145.

   5.16 Tax Treatment. Each of MCI WorldCom and Sprint shall use reasonable
efforts to cause the Merger to qualify as a "reorganization" under the
provisions of Section 368 of the Code and to obtain the opinions of counsel
referred to in Sections 6.2(c) and 6.3(c), including the execution of the
letters of representation referred to therein updated as necessary. Sprint and
MCI WorldCom and their respective Subsidiaries shall treat the MCI WorldCom
Common Stock, MCI WorldCom PCS Stock and MCI WorldCom

                                      1-36
<PAGE>

Series 2 Common Stock (together, the "MCI WorldCom Relevant Stock") received in
the Merger by holders of Sprint Common Stock as property permitted to be
received under Section 354 of the Code without the recognition of gain. Each of
Sprint and MCI WorldCom covenants and agrees to, and agrees to cause its
affiliates to, vigorously and in good faith defend all challenges to the
treatment of the reorganization as described in this Section 5.16, including
any such challenge to the treatment of the MCI WorldCom Relevant Stock as
property permitted to be received under Section 354 of the Code without the
recognition of gain. Each of Sprint and MCI WorldCom agrees that if it becomes
aware of any such fact or circumstance that is reasonably likely to prevent the
Merger from qualifying as a reorganization described in Section 368(a) of the
Code, including any such fact or circumstance that is reasonably likely to
prevent the MCI WorldCom Relevant Stock from being treated as property
permitted to be received under Section 354 of the Code without the recognition
of gain, it will promptly notify the other party in writing.

   5.17 Assumption Agreement and Supplemental Indentures. Prior to or at the
Effective Time, MCI WorldCom will execute and deliver (a) a written instrument
to Sprint evidencing its obligation to deliver to each holder of a warrant
granted pursuant to one of the Warrant Agreements other securities, cash or
other assets as such holder may be entitled to purchase and the other
obligations under the applicable Warrant Agreement, and (b) a supplemental
indenture to each of the trustees with respect to the indentures named in
Section 5.17 of the Sprint Disclosure Schedule, in form satisfactory to each
such trustee, as required under such indentures.

   5.18 Other Actions. Sprint will use reasonable efforts to cooperate with any
request by MCI WorldCom to transfer certain assets of Sprint to any Subsidiary
of Sprint, so long as such transfer(s) (a) would be permitted by applicable
regulations, laws and contracts, (b) would not, individually or in the
aggregate, adversely affect Sprint and (c) would be executed by Sprint at any
time (as determined by Sprint) prior to the Effective Time.

                                   ARTICLE VI

                              Conditions Precedent

   6.1 Conditions to Each Party's Obligation to Effect the Merger. The
obligations of Sprint and MCI WorldCom to effect the Merger are subject to the
satisfaction or waiver on or prior to the Closing Date of the following
conditions:

   (a) Stockholder Approvals. (i) Sprint shall have obtained the Required
Sprint Vote and (ii) MCI WorldCom shall have obtained the Required MCI WorldCom
Vote.

   (b) No Injunctions or Restraints; Illegality. No Laws shall have been
adopted or promulgated, and no temporary restraining order, preliminary or
permanent injunction or other order issued by a court or other Governmental
Entity of competent jurisdiction shall be in effect, having the effect of
making the Merger illegal or otherwise prohibiting consummation of the Merger;
provided, however, that the provisions of this Section 6.1(b) shall not be
available to any party whose failure to fulfill its obligations pursuant to
Section 5.3 shall have been the cause of, or shall have resulted in, such order
or injunction.

   (c) FCC and Public Utility Commission Approvals. All approvals for the
Merger from the FCC and from the PUCs shall have been obtained other than those
the failure of which to be obtained would not, individually or in the
aggregate, reasonably be expected to materially impair the parties' ability to
achieve the overall benefits expected, as of the date hereof, to be realized
from the consummation of the Merger; provided, however, that the provisions of
this Section 6.1(c) shall not be available to any party whose failure to
fulfill its obligations pursuant to Section 5.3 shall have been the cause of,
or shall have resulted in, such failure.

   (d) HSR Act. The waiting period (and any extension thereof) applicable to
the Merger under the HSR Act shall have been terminated or shall have expired;
provided, however, that the provisions of this Section

                                      1-37
<PAGE>

6.1(d) shall not be available to any party whose failure to fulfill its
obligations pursuant to Section 5.3 shall have been the cause of, or shall have
resulted in, the failure to obtain such termination or expiration.

   (e) EU Antitrust. To the extent that such a decision is required by
Regulation 4064/89, MCI WorldCom and Sprint shall have received in respect of
the Merger and any matters arising therefrom: confirmation by way of a decision
from the Commission of the European Union under Regulation 4064/89 (with or
without the initiation of proceedings under Article 6(1)(c) thereof) that the
Merger and any matters arising therefrom are compatible with the common market;
provided, however, that the provisions of this Section 6.1(e) shall not be
available to any party whose failure to fulfill its obligations pursuant to
Section 5.3 shall have been the cause of, or shall have resulted in, the
failure to obtain such confirmation.

   (f) Nasdaq Listing. The shares of MCI WorldCom Common Stock and MCI WorldCom
Series 1 PCS Stock to be issued in the Merger shall have been approved for
quotation on Nasdaq, subject to official notice of issuance.

   (g) Effectiveness of the Form S-4. The Form S-4 shall have been declared
effective by the SEC under the Securities Act. No stop order suspending the
effectiveness of the Form S-4 shall have been issued by the SEC and no
proceedings for that purpose shall have been initiated or threatened by the
SEC.

   6.2 Additional Conditions to Obligations of MCI WorldCom. Other than as set
forth in the Sprint Disclosure Schedule, the obligations of MCI WorldCom to
effect the Merger are subject to the satisfaction of, or waiver by MCI
WorldCom, on or prior to the Closing Date of the following additional
conditions:

   (a) Representations and Warranties. (i) Each of the representations and
warranties (other than as set forth in Section 3.1(b)(i), (ii) and (iii)) of
Sprint set forth in this Agreement shall be true and correct on the date of
this Agreement, and as of the Closing Date, as if made at and as of such time
(except to the extent expressly made as of an earlier date, in which case as of
such date), except for changes expressly permitted under Article IV and except
where the failure of such representations and warranties to be so true and
correct (without giving effect to any limitation as to "materiality" or
"Material Adverse Effect" set forth therein), individually or in the aggregate,
does not have, and is not reasonably likely to have, a Material Adverse Effect
on Sprint, and (ii) the representations and warranties of Sprint set forth in
Section 3.1(b)(i), (ii) and (iii) shall be true and correct in all material
respects on the date of this Agreement, and as of the Closing Date, as if made
at and as of such time (except to the extent expressly made as of an earlier
date, in which case as of such date), except for changes expressly permitted
under Article IV. MCI WorldCom shall have received a certificate of the chief
executive officer and the chief financial officer of Sprint to such effect.

   (b) Performance of Obligations of Sprint. Sprint shall have performed or
complied in all material respects with all material agreements and covenants
required to be performed by it or complied with under this Agreement at or
prior to the Closing Date. MCI WorldCom shall have received a certificate of
the chief executive officer and the chief financial officer of Sprint to such
effect.

   (c) Tax Opinion. MCI WorldCom shall have received from Cravath, Swaine &
Moore, counsel to MCI WorldCom, on the date on which the Form S-4 is declared
effective by the SEC and on the Closing Date, a written opinion dated as of
such date stating that: (i) the Merger will qualify as a "reorganization"
within the meaning of Section 368(a) of the Code, (ii) MCI WorldCom and Sprint
will each be a "party" to that reorganization within the meaning of Section
368(b) of the Code and (iii) the issuance of the MCI WorldCom Relevant Stock to
the holders of the Sprint Common Stock in the Merger will not result in MCI
WorldCom's recognizing an amount of income or gain or being subject to an
amount of tax, in each case that individually or in the aggregate, is
reasonably likely to have a Material Adverse Effect on MCI WorldCom. In
rendering such opinions, counsel to MCI WorldCom shall be entitled to rely upon
representations of officers of MCI WorldCom and Sprint substantially in the
form of Appendices 3 and 4, respectively, and updated as necessary. The
opinions shall be in substantially the same form as Appendix 1.

                                      1-38
<PAGE>

   (d) No Material Adverse Change. Since the date of this Agreement, there
shall not have been any Material Adverse Change in Sprint.

   6.3 Additional Conditions to Obligations of Sprint. The obligations of
Sprint to effect the Merger are subject to the satisfaction of, or waiver by
Sprint, on or prior to the Closing Date of the following additional conditions:

   (a) Representations and Warranties. (i) Each of the representations and
warranties (other than as set forth in Section 3.2(b)(i), (ii) and (iii)) of
MCI WorldCom set forth in this Agreement shall be true and correct on the date
of this Agreement and as of the Closing Date, as if made at and as of such time
(except to the extent expressly made as of an earlier date, in which case as of
such date), except for changes expressly permitted under Article IV and except
where the failure of such representations and warranties to be so true and
correct (without giving effect to any limitation as to "materiality" or
"Material Adverse Effect" set forth therein), individually or in the aggregate,
does not have, and is not reasonably likely to have, a Material Adverse Effect
on MCI WorldCom, and (ii) the representations and warranties of MCI WorldCom
set forth in Section 3.2(b)(i), (ii) and (iii) shall be true and correct in all
material respects on the date of this Agreement, and as of the Closing Date, as
if made at and as of such time (except to the extent expressly made as of an
earlier date, in which case as of such date). Sprint shall have received a
certificate of the chief executive officer and the chief financial officer of
MCI WorldCom to such effect.

   (b) Performance of Obligations of MCI WorldCom. MCI WorldCom shall have
performed or complied in all material respects with all material agreements and
covenants required to be performed by it or complied with under this Agreement
at or prior to the Closing Date. Sprint shall have received a certificate of
the chief executive officer and the chief financial officer of MCI WorldCom to
such effect.

   (c) Tax Opinion. Sprint shall have received from King & Spalding, counsel to
Sprint, on the date on which the Form S-4 is declared effective by the SEC and
on the Closing Date, a written opinion dated as of such date stating that: (i)
the Merger will qualify as a "reorganization" within the meaning of Section
368(a) of the Code, (ii) Sprint and MCI WorldCom will each be a "party" to that
reorganization within the meaning of Section 368(b) of the Code and (iii) the
MCI WorldCom Relevant Stock received in the Merger by holders of Sprint Common
Stock is property permitted to be received under Section 354 of the Code
without the recognition of gain. In rendering such opinions, counsel to Sprint
shall be entitled to rely upon representations of officers of MCI WorldCom and
Sprint substantially in the form of Appendices 3 and 4, respectively, and
updated as necessary. The opinions shall be in substantially the same form as
Appendix 2.

   (d) No Material Adverse Change. Since the date of this Agreement, there
shall not have been any Material Adverse Change in MCI WorldCom.

                                  ARTICLE VII

                           Termination and Amendment

   7.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time, by action taken or authorized by the Board of Directors of the
terminating party or parties, and except as provided below, whether before or
after approval of the matters presented in connection with the Merger by the
stockholders of Sprint or MCI WorldCom:

   (a) By mutual written consent of MCI WorldCom and Sprint, by action of their
respective Boards of Directors;

   (b) By either Sprint or MCI WorldCom if the Effective Time shall not have
occurred on or before December 31, 2000 (the "Termination Date"); provided,
however, that the right to terminate this Agreement under this Section 7.1(b)
shall not be available to any party whose failure to fulfill any obligation
under this

                                      1-39
<PAGE>

Agreement (including Section 5.3) has caused, or resulted in, the failure of
the Effective Time to occur on or before the Termination Date;

   (c) By either Sprint or MCI WorldCom if any Governmental Entity (i) shall
have issued an order, decree or ruling or taken any other action permanently
restraining, enjoining or otherwise prohibiting the transactions contemplated
by this Agreement, and such order, decree, ruling or other action shall have
become final and nonappealable or (ii) shall have failed to issue an order,
decree or ruling or to take any other action (which order, decree, ruling or
other action the parties shall have used their reasonable best efforts to
obtain, in accordance with Section 5.3), in each case (i) and (ii) which is
necessary to fulfill the conditions set forth in Sections 6.1(c), (d) and (e),
as applicable, and such denial of a request to issue such order, decree, ruling
or take such other action shall have become final and nonappealable; provided,
however, that the right to terminate this Agreement under this Section 7.1(c)
shall not be available to any party whose failure to comply with Section 5.3
has caused or resulted in such action or inaction;

   (d) By either Sprint or MCI WorldCom if (i) the approval by the stockholders
of Sprint required for the consummation of the Merger shall not have been
obtained by reason of the failure to obtain the Required Sprint Vote at a duly
held Sprint Stockholders Meeting or at any adjournment or postponement thereof
or (ii) the approval by the shareholders of MCI WorldCom required for the
consummation of the Merger shall not have been obtained by reason of the
failure to obtain the Required MCI WorldCom Vote at a duly held MCI WorldCom
Shareholders Meeting or at any adjournment or postponement thereof;

   (e) By Sprint in accordance with Section 5.4(b); provided that, in order for
the termination of this Agreement pursuant to this paragraph (e) to be deemed
effective, Sprint shall have complied with the notice provisions of Section 5.4
and shall have paid the Termination Fee in accordance with Section 5.8(b);

   (f) By MCI WorldCom in accordance with Section 5.5(b); provided that, in
order for the termination of this Agreement pursuant to this paragraph (f) to
be deemed effective, MCI WorldCom shall have complied with the notice
provisions of Section 5.5 and shall have paid the Termination Fee in accordance
with Section 5.8(c);

   (g) By Sprint, if MCI WorldCom shall have breached or failed to perform any
of its representations, warranties, covenants or other agreements contained in
this Agreement, which breach or failure to perform (A) would give rise to the
failure of a condition set forth in Section 6.3(a) or (b) and (B) has not been
or is incapable of being cured by MCI WorldCom within 45 calendar days after
its receipt of written notice thereof from Sprint;

   (h) By MCI WorldCom, if Sprint shall have breached or failed to perform any
of its representations, warranties, covenants or other agreements contained in
this Agreement, which breach or failure to perform (A) would give rise to the
failure of a condition set forth in Section 6.2(a) or (b) and (B) has not been
or is incapable of being cured by Sprint within 45 calendar days after its
receipt of written notice thereof from MCI WorldCom;

   (i) By Sprint, in the event that MCI WorldCom takes any action set forth in
Section 5.5(b)(x); or

   (j) By MCI WorldCom, in the event that Sprint takes any action set forth in
Section 5.4(b)(x).

   Notwithstanding anything else contained in this Agreement, the right to
terminate this Agreement under this Section 7.1 shall not be available to any
party (a) that is in material breach of its obligations hereunder or (b) whose
failure to fulfill its obligations or to comply with its covenants under this
Agreement has been the cause of, or resulted in, the failure to satisfy any
condition to the obligations of either party hereunder.

   7.2 Effect of Termination. In the event of termination of this Agreement by
either Sprint or MCI WorldCom as provided in Section 7.1, this Agreement shall
forthwith become void and there shall be no liability or obligation on the part
of MCI WorldCom or Sprint or their respective directors or officers except with
respect to Section 3.1(m), Section 3.2(m), the second sentence of Section 5.2,
Section 5.8, this Section 7.2

                                      1-40
<PAGE>

and Article VIII. Termination of this Agreement will not relieve a breaching
party from liability for any willful and material breach by such party of any
of its representations, warranties, covenants or agreements set forth in this
Agreement.

   7.3 Amendment. This Agreement may be amended by the parties hereto, by
action taken or authorized by their respective Boards of Directors, at any time
before or after approval of the matters presented in connection with the Merger
by the stockholders of Sprint and MCI WorldCom, but, after any such approval,
no amendment shall be made which by law or in accordance with the rules of any
relevant stock exchange requires further approval by such stockholders without
such further approval. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

   7.4 Extension; Waiver; Consent. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Boards of
Directors, may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (iii) waive
compliance with or give a consent under any of the agreements or conditions
contained herein. Any agreement on the part of a party hereto to any such
extension, waiver or consent shall be valid only if set forth in a written
instrument signed on behalf of such party in its sole discretion. The failure
of any party to this Agreement to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of those rights.

                                  ARTICLE VIII

                               General Provisions

   8.1 Non-Survival of Representations, Warranties and Agreements. None of the
representations, warranties, covenants and other agreements in this Agreement
or in any instrument delivered pursuant to this Agreement, including any rights
arising out of any breach of such representations, warranties, covenants and
other agreements, shall survive the Effective Time, except for those covenants
and agreements contained herein that by their terms apply or are to be
performed in whole or in part after the Effective Time and this Article VIII.

   8.2 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered
personally, or by telecopy or telefacsimile, upon confirmation of receipt, (b)
on the first Business Day following the date of dispatch if delivered by a
recognized next-day courier service, or (c) on the tenth Business Day following
the date of mailing if delivered by registered or certified mail, return
receipt requested, postage prepaid. All notices hereunder shall be delivered as
set forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice:

   (a) if to MCI WorldCom, to

    MCI WORLDCOM, Inc
    1801 Pennsylvania Avenue, NW
    Washington, DC 20006

    Attention: Michael Salsbury, Esq.
    Facsimile No.: 202-887-3353

    MCI WORLDCOM, Inc
    10777 Sunset Office Drive, Suite 330
    St. Louis, MO 63127

    Attention: P. Bruce Borghardt, Esq.
    Facsimile No.: 314-909-4101


                                      1-41
<PAGE>

    with a copy to

      Cravath, Swaine & Moore
      Worldwide Plaza
      825 Eighth Avenue
      New York, New York 10019
      Attention: Robert A. Kindler, Esq.
                 Robert I. Townsend, III, Esq.
      Facsimile No.: 212-474-3700

   (b) if to Sprint, to

    Sprint Corporation
    2330 Shawnee Mission Parkway
    Westwood, KS 66205

    Attention: J. Richard Devlin, Esq.
    Facsimile No.: 913-624-8426

    Sprint Corporation
    2330 Shawnee Mission Parkway
    Westwood, KS 66205

    Attention: Fred L. Sgroi, Esq.
    Facsimile No.: 913-624-8361

    with a copy to

      King & Spalding
      191 Peachtree Street
      Atlanta, Georgia 30303

      Attention: Bruce N. Hawthorne, Esq.
                 C. William Baxley, Esq.
      Facsimile No.: 404-572-5146

   8.3 Interpretation. When a reference is made in this Agreement to Sections,
exhibits or Schedules, such reference shall be to a Section of or Exhibit or
Schedule to this Agreement unless otherwise indicated. The table of contents,
glossary of defined terms and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation".

   8.4 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party, it being understood that both
parties need not sign the same counterpart.

   8.5 Entire Agreement; No Third Party Beneficiaries. (a) This Agreement and
the Confidentiality Agreement constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof.

   (b) This Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement, other than
Section 5.9 (which is intended to be for the benefit of the Persons covered
thereby and may be enforced by such Persons) or as provided in Section 5.7 of
the Sprint Disclosure Schedule.


                                      1-42
<PAGE>

   8.6 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, except that the Merger
shall be governed by the laws of the State of Kansas and the laws of the State
of Georgia.

   8.7 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in
full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.

   8.8 Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto, in whole
or in part (whether by operation of law or otherwise), without the prior
written consent of the other party, and any attempt to make any such
assignment without such consent shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of and be enforceable by the parties and their respective successors and
assigns.

   8.9 Submission to Jurisdiction; Waivers. Each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of any Delaware state
court or any Federal court located in the State of Delaware in the event any
dispute arises out of or under or relates to this Agreement or any of the
transactions contemplated hereby and agrees, to the extent that such party is
not resident in the State of Delaware, to irrevocably appoint CSC The United
States Corporation Company as its agent for service of process, (b) agrees
that it will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (c) agrees that it will
not bring any action, suit or proceeding arising out of or under or relating
to this Agreement or any of the transactions contemplated hereby, in any court
other than any Delaware state court or any Federal court located in the State
of Delaware and (d) waives any right to trial by jury with respect to any
action, suit or proceeding arising out of or under or relating to this
Agreement or any of the transactions contemplated hereby. Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the
laying of venue of any action, suit or proceeding arising out of or under or
relating to this Agreement or any of the transactions contemplated hereby in
any Delaware state court or any Federal court located in the State of
Delaware, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient
forum.

   8.10 Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms. It is accordingly agreed that the
parties shall be entitled to specific performance of the terms hereof, this
being in addition to any other remedy to which they are entitled at law or in
equity.

   8.11 Definitions. As used in this Agreement:

   (a) "Benefit Plans" means, with respect to any Person, each employee
benefit plan, program, arrangement and contract (including any "employee
benefit plan" (as defined in ERISA) and any bonus, deferred compensation,
stock bonus, stock purchase, restricted stock, stock option, employment,
termination, stay agreement or bonus, change in control and severance plan,
program, arrangement and contract) all of the foregoing in effect on the date
of this Agreement, to which such Person is a party, which is maintained or
contributed to by such Person, or with respect to which such Person could
incur material liability under Section 4069, 4201 or 4212(c) of ERISA.

   (b) "Board of Directors" means the Board of Directors of any specified
Person or any committee thereof.

   (c) "Business Day" means any day on which banks are not required or
authorized to close in the City of New York.


                                     1-43
<PAGE>

   (d) "Class A Holder" has the meaning ascribed thereto in Sprint's articles
of incorporation.

   (e) "Knowledge" of any Person that is not an individual means, with respect
to any specific matter, the actual knowledge of such Person's executive
officers and other officers having primary responsibility for such matter.

   (f) "Material Adverse Effect" or "Material Adverse Change" means, with
respect to any entity, any adverse change, circumstance or effect that,
individually or in the aggregate with all other adverse changes, circumstances
and effects, is or is reasonably likely to be materially adverse to the
business, financial condition or results of operations of such entity and its
Subsidiaries taken as a whole, other than any change, circumstance or effect
(i) relating to or resulting from the economy or securities markets in general,
(ii) relating to or resulting from the industries in which MCI WorldCom or
Sprint operate and not uniquely relating to MCI WorldCom or Sprint or (iii)
resulting from the announcement or the existence of this Agreement and the
transactions contemplated hereby.

   (g) "Material Investment" means (a) as to Sprint, any Person which Sprint
directly or indirectly holds the stock of, or other ownership interest in,
provided that the lesser of the fair market value and the book value of such
stock or interest exceeds $250 million, excluding any Person that is a wholly
owned Subsidiary of Sprint; and (b) as to MCI WorldCom, any Person which MCI
WorldCom directly or indirectly holds the stock of, or other ownership interest
in, provided that the lesser of the fair market value and the book value of
such stock or interest exceeds $250 million, excluding any Person that is a
wholly owned Subsidiary of MCI WorldCom.

   (h) "the other party" means, with respect to Sprint, MCI WorldCom and means,
with respect to MCI WorldCom, Sprint.

   (i) "Person" means an individual, corporation, limited liability company,
partnership, association, trust, unincorporated organization, other entity or
group (as defined in the Exchange Act).

   (j) "Significant Subsidiary" has the meaning ascribed thereto in Rule 1-
02(w) of Regulation S-X of the SEC.

   (k) "Subsidiary" when used with respect to any party means any corporation
or other organization, whether incorporated or unincorporated, (i) of which
such party or any other Subsidiary of such party is a general partner
(excluding partnerships, the general partnership interests of which held by
such party or any Subsidiary of such party do not have a majority of the voting
interests in such partnership) or (ii) at least a majority of the securities or
other interests of which having by their terms ordinary voting power to elect a
majority of the Board of Directors or others performing similar functions with
respect to such corporation or other organization is directly or indirectly
owned or controlled by such party or by any one or more of its Subsidiaries, or
by such party and one or more of its Subsidiaries.

   (l) "FON Exchange Ratio" means the quotient (rounded to the nearest
1/10,000) determined by dividing $76 by the Average Price; provided that the
FON Exchange Ratio shall not be less than 1.4100 or greater than 1.8342 (it
being understood and agreed that such numbers have been adjusted from the
0.9400 and 1.2228 numbers, respectively, contained in the Original Merger
Agreement to reflect MCI WorldCom's three-for-two stock split in the form of a
50% stock dividend which was distributed on December 30, 1999 (the "December
1999 MCI WorldCom Stock Split") and that no further adjustment will be made to
the FON Exchange Ratio to reflect the December 1999 MCI WorldCom Stock Split).

   (m) "PCS Exchange Ratio" means 0.116025 (it being understood and agreed that
such number has been adjusted from the 0.1547 number contained in the Original
Merger Agreement to reflect both the December 1999 MCI WorldCom Stock Split and
Sprint's two-for-one stock split of its Sprint PCS Stock in the form of a stock
dividend which was distributed on February 4, 2000 (the "February PCS Stock
Split") and that no further adjustment will be made to the PCS Exchange Ratio
to reflect the December 1999 MCI WorldCom Stock Split or the February PCS Stock
Split).

                                      1-44
<PAGE>

   (n) "Average Price" means the average (rounded to the nearest 1/10,000) of
the volume weighted averages (rounded to the nearest 1/10,000) of the trading
prices of MCI WorldCom Common Stock on The Nasdaq National Market ("Nasdaq"),
as reported by Bloomberg Financial Markets (or such other source as the parties
shall agree in writing), for the 15 trading days randomly selected by lot by
MCI WorldCom and Sprint together from the 30 consecutive trading days ending on
the third trading day immediately preceding the Effective Time.

   IN WITNESS WHEREOF, MCI WorldCom and Sprint have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.

                                          MCI WorldCom, Inc.,

                                          by___________________________________
                                            Name: Bernard J. Ebbers
                                            Title:  President and Chief
                                                    Executive Officer

                                          Sprint Corporation,

                                          by___________________________________
                                            Name: William T. Esrey
                                            Title:  Chairman and Chief
                                                    Executive Officer

                                      1-45
<PAGE>

                                                                      ANNEX 1 TO
                                                            THE MERGER AGREEMENT

               CERTAIN MATTERS RELATING TO SURVIVING CORPORATION

Board of Directors

   The Board of Directors of the Surviving Corporation will initially consist
of 16 members, 10 of whom shall be initially designated by MCI WorldCom and 6
of whom shall be initially designated by Sprint.

   Prior to the Effective Time, each party will designate in writing the
individual directors that it is entitled to designate to the Board of Directors
as provided above.

Tracking Stock Policies; Tax Sharing Agreement

   As of the Effective Time, MCI WorldCom shall adopt Tracking Stock Policies
identical to the Sprint Tracking Stock Policies as in effect on the date hereof
and will assume the related Tax Sharing Agreement dated as of November 23,
1998.

   MCI WorldCom agrees that, at the Closing, no other policies shall have been
adopted by MCI WorldCom which are inconsistent with such Tracking Stock
Policies or otherwise impair the relative position of the holders of capital
stock as set forth in such Tracking Stock Policies.

MCI WorldCom Shareholder Rights Plan

   As of the Effective Time, MCI WorldCom shall modify the terms of the MCI
WorldCom shareholder rights plan in a manner to take into account the creation
of the PCS stock.

                                      1-46
<PAGE>

                           GLOSSARY OF DEFINED TERMS

<TABLE>
<CAPTION>
                                                                     Location
Definition                                                         of Definition
- ----------                                                         -------------
<S>                                                                <C>
Adjusted Option...................................................   (S) 5.6(a)
Agreement.........................................................     Preamble
Average Price.....................................................  (S) 8.11(n)
Benefit Plans.....................................................  (S) 8.11(a)
Blue Sky Laws.....................................................   (S) 3.1(c)
Board of Directors................................................  (S) 8.11(b)
Business Day......................................................  (S) 8.11(c)
Certificate.......................................................   (S) 1.8(c)
Class A Holder....................................................  (S) 8.11(d)
Closing...........................................................      (S) 1.2
Closing Date......................................................      (S) 1.2
Code..............................................................     Recitals
Communications Act................................................   (S) 3.1(c)
Confidentiality Agreement.........................................      (S) 5.2
DOJ...............................................................   (S) 5.3(b)
DT................................................................     Recitals
Effective Time....................................................      (S) 1.3
ERISA.............................................................   (S) 3.1(p)
Exchange Act......................................................   (S) 3.1(c)
Exchange Agent....................................................      (S) 2.1
Expenses..........................................................   (S) 5.8(a)
FCC...............................................................   (S) 3.1(c)
Fifth Series Preferred Merger Consideration.......................   (S) 1.8(b)
FON Exchange Ratio................................................  (S) 8.11(l)
FON Stock Merger Consideration....................................   (S) 1.8(b)
Form S-4..........................................................   (S) 5.1(a)
FT................................................................     Recitals
GBCC..............................................................      (S) 1.1
Georgia Certificate of Merger.....................................   (S) 1.3(b)
Governmental Entity...............................................   (S) 3.1(c)
HSR Act...........................................................   (S) 3.1(c)
Intellectual Property Rights......................................   (S) 3.1(i)
Joint Proxy Statement/Prospectus..................................   (S) 5.1(a)
Kansas Certificate of Merger......................................   (S) 1.3(a)
KGCC..............................................................      (S) 1.1
Knowledge.........................................................  (S) 8.11(e)
Liens.............................................................    (S)3.1(b)
Material Adverse Change...........................................  (S) 8.11(f)
Material Adverse Effect...........................................  (S) 8.11(f)
Material Investment...............................................  (S) 8.11(g)
MCI WorldCom......................................................     Preamble
MCI WorldCom Acquisition Agreement................................   (S) 5.5(b)
MCI WorldCom Applicable Period....................................    (S)5.5(a)
MCI WorldCom Capital Stock........................................   (S) 1.8(a)
MCI WorldCom Common Stock.........................................   (S) 1.8(b)
MCI WorldCom Common Stock Option Shares...........................   (S) 5.6(a)
MCI WorldCom Competing Proposal...................................   (S) 5.5(a)
MCI WorldCom Consolidated Group...................................   (S) 3.2(p)
MCI WorldCom Disclosure Schedule..................................      (S) 3.2
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                     Location
Definition                                                         of Definition
- ----------                                                         -------------
<S>                                                                <C>
MCI WorldCom Dissenting Shares....................................   (S) 1.8(f)
MCI WorldCom Filed SEC Reports....................................      (S) 3.2
MCI WorldCom 1998 10-K............................................   (S) 3.2(b)
MCI WorldCom PCS Stock............................................   (S) 1.8(a)
MCI WorldCom Permits..............................................   (S) 3.2(g)
MCI WorldCom Relevant Stock.......................................     (S) 5.16
MCI WorldCom Rights...............................................   (S) 3.2(b)
MCI WorldCom Rights Agreement.....................................   (S) 3.2(b)
MCI WorldCom SEC Reports..........................................   (S) 3.2(d)
MCI WorldCom Series B Preferred Stock.............................   (S) 3.2(b)
MCI WorldCom Series C Preferred Stock.............................   (S) 3.2(b)
MCI WorldCom Series 2 Common Stock................................   (S) 1.8(a)
MCI WorldCom Series 1 PCS Stock...................................   (S) 1.8(a)
MCI WorldCom Series 2 PCS Stock...................................   (S) 1.8(a)
MCI WorldCom Series 5 Preferred Stock.............................   (S) 1.8(a)
MCI WorldCom Series 7 Preferred Stock.............................   (S) 1.8(a)
MCI WorldCom Shareholders Meeting.................................   (S) 5.1(c)
MCI WorldCom Stock Issuance.......................................   (S) 3.2(k)
MCI WorldCom Superior Proposal....................................   (S) 5.5(a)
MCI WorldCom Voting Debt..........................................   (S) 3.2(b)
Merger............................................................     Recitals
Merger Consideration..............................................   (S) 1.8(b)
MTA...............................................................      (S) 4.4
MTA Transaction Documents.........................................      (S) 4.4
Nasdaq............................................................  (S) 8.11(n)
NYSE..............................................................   (S) 3.1(c)
PCS Exchange Ratio................................................  (S) 8.11(m)
PCS Stock Merger Consideration....................................   (S) 1.8(b)
Person............................................................  (S) 8.11(i)
Preferred Stock Merger Consideration..............................   (S) 1.8(b)
PUCs..............................................................   (S) 3.1(c)
Regulation 4064/89................................................   (S) 3.1(c)
Regulatory Law....................................................   (S) 5.3(c)
Required Approval.................................................   (S) 5.3(a)
Required Consents.................................................   (S) 3.1(c)
Required MCI WorldCom Vote........................................   (S) 3.2(k)
Required Sprint Vote..............................................   (S) 3.1(k)
Rule 145..........................................................     (S) 5.15
SEC...............................................................   (S) 3.1(d)
Securities Act....................................................   (S) 3.1(c)
SGVI..............................................................      (S) 4.4
Series DT Merger Consideration....................................   (S) 1.8(b)
Series FT Merger Consideration....................................   (S) 1.8(b)
Series 1 FON Merger Consideration.................................   (S) 1.8(b)
Series 3 FON Merger Consideration.................................   (S) 1.8(b)
Series 1 PCS Merger Consideration.................................   (S) 1.8(b)
Series 2 PCS Merger Consideration.................................   (S) 1.8(b)
Series 3 PCS Merger Consideration.................................   (S) 1.8(b)
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                     Location
Definition                                                         of Definition
- ----------                                                         -------------
<S>                                                                <C>
Seventh Series Preferred Merger Consideration.....................   (S) 1.8(b)
Significant Subsidiary............................................  (S) 8.11(j)
Sprint............................................................     Preamble
Sprint Acquisition Agreement......................................   (S) 5.4(b)
Sprint Affiliate Letter...........................................     (S) 5.15
Sprint Applicable Period..........................................   (S) 5.4(a)
Sprint Capital Stock..............................................   (S) 1.8(b)
Sprint Class A Common Stock.......................................   (S) 1.8(b)
Sprint Common Stock...............................................   (S) 1.8(b)
Sprint Competing Proposal.........................................   (S) 5.4(a)
Sprint Consolidated Group.........................................   (S) 3.1(q)
Sprint Conversion Securities......................................   (S) 1.8(b)
Sprint Disclosure Schedule........................................      (S) 3.1
Sprint Dissenting Shares..........................................   (S) 1.8(e)
Sprint Fifth Series Preferred Stock...............................   (S) 1.8(b)
Sprint Filed SEC Reports..........................................      (S) 3.1
Sprint First Series Preferred Stock...............................   (S) 1.8(b)
Sprint FON Stock..................................................   (S) 1.8(b)
Sprint 1998 10-K..................................................   (S) 3.1(b)
Sprint PCS Stock..................................................   (S) 1.8(b)
Sprint Permits....................................................   (S) 3.1(g)
Sprint Preferred Stock............................................   (S) 1.8(b)
Sprint Rights.....................................................   (S) 3.1(b)
Sprint Rights Agreement...........................................   (S) 3.1(b)
Sprint SEC Reports................................................   (S) 3.1(d)
Sprint Second Series Preferred Stock..............................   (S) 1.8(b)
Sprint Series DT Common Stock.....................................   (S) 1.8(b)
Sprint Series FT Common Stock.....................................   (S) 1.8(b)
Sprint Series 1 FON Stock.........................................   (S) 1.8(b)
Sprint Series 2 FON Stock.........................................   (S) 1.8(b)
Sprint Series 3 FON Stock.........................................   (S) 1.8(b)
Sprint Series 1 PCS Stock.........................................   (S) 1.8(b)
Sprint Series 2 PCS Stock.........................................   (S) 1.8(b)
Sprint Series 3 PCS Stock.........................................   (S) 1.8(b)
Sprint Seventh Series Preferred Stock.............................   (S) 1.8(b)
Sprint Stock Option Plans.........................................   (S) 3.1(b)
Sprint Stock Options..............................................   (S) 3.1(b)
Sprint Stockholders Meeting.......................................   (S) 5.1(b)
Sprint Superior Proposal..........................................   (S) 5.4(a)
Sprint Voting Debt................................................   (S) 3.1(b)
Subsidiary........................................................  (S) 8.11(k)
Surviving Corporation.............................................      (S) 1.1
taxes.............................................................   (S) 3.1(q)
Termination Date..................................................   (S) 7.1(b)
Termination Fee...................................................   (S) 5.8(b)
the other party...................................................  (S) 8.11(h)
Transition Period.................................................   (S) 5.7(a)
U.S. GAAP.........................................................   (S) 3.1(d)
Violation.........................................................   (S) 3.1(c)
Warrants..........................................................   (S) 3.1(b)
</TABLE>

                                      iii
<PAGE>

                                                                         ANNEX 2

                                    FORM OF
              THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
                               OF WORLDCOM, INC.

                                      One

   The name of the Corporation is WorldCom, Inc. (the "Corporation").

                                      Two

   The Corporation shall have perpetual duration.

                                     Three

   The Corporation has been organized as a corporation for profit pursuant to
the Georgia Business Corporation Code (the "GBCC"), for the purpose of engaging
in any lawful activities whatsoever.

                                      Four

   No holder of shares of capital stock of any class or series of the
Corporation or holder of any security or obligation convertible or exchangeable
into, or exchangeable for, shares of capital stock of any class or series of
the Corporation shall have any preemptive right whatsoever to subscribe for,
purchase or otherwise acquire shares of capital stock of any class or series of
the Corporation, whether now or hereafter authorized; provided that this
provision shall not (a) prohibit the Corporation from granting, contractually
or otherwise, to any such holder the right to purchase additional securities of
the Corporation or (b) otherwise limit or modify any rights of any such holder
pursuant to any such contract or other grant.

                                      Five

   Section 1. Amendment of Bylaws. The Board of Directors is expressly
authorized and empowered, in the manner provided in the Bylaws, to adopt,
amend, alter, repeal or supersede the Bylaws in any respect to the full extent
permitted by the GBCC that is not inconsistent with the laws of the GBCC or
these Articles of Incorporation; provided that prior to November 23, 2002,
ARTICLE IX, Section 5 of the Bylaws may not be amended, altered, repealed,
superseded or made inoperative or ineffective by the adoption of other
provisions to the Bylaws or these Articles of Incorporation (any such action, a
"CP Covered Bylaws Amendment") without the affirmative vote of the holders of
record of (a) a majority of the votes represented by the shares of PCS Group
Common Stock then outstanding, voting together as a single class, and (b) a
majority of the votes represented by the shares of Corporation Common Stock,
voting together as a single class, at any annual or special meeting of
shareholders, the notice of which shall have specified or summarized the
proposed CP Covered Bylaws Amendment.

   Section 2. Definitions. Certain capitalized terms used in this ARTICLE FIVE
without definition have the meanings set forth in ARTICLE SIX, Section 10.

                                      2-1
<PAGE>

                                      Six

   Section 1. Authorized Shares; Representation of Equity Value.

   1.1. Authorized Shares. The total number of shares of capital stock which
may be issued by the Corporation is 10,000,000,000, and the designation of each
class or series, the number of authorized shares of each class or series and
the par value of the shares of each class or series, are as follows:

<TABLE>
<CAPTION>
                                                                            Par Value
      Designation             Class             Series        No. of Shares Per Share
      -----------        ---------------- ------------------- ------------- ---------
<S>                      <C>              <C>                 <C>           <C>
"Common Stock".......... Common Stock                               .         $0.01
"Series 2 Common
 Stock"................. Common Stock          Series 2             .         $0.01
"Series 1 PCS Stock".... PCS Common Stock      Series 1             .         $1.00
"Series 2 PCS Stock".... PCS Common Stock      Series 2             .         $1.00
"Preferred Stock"....... Preferred Stock  See Section 9 below  75,000,000     $0.01
</TABLE>

   The Corporation may designate from time to time (a) classes of common stock
and/or preferred stock and (b) series of common stock and/or preferred stock.

   1.2. Representation of Equity Value. The aggregate common equity value of
the Corporation and each Business Group shall, at any time, be represented as
follows:

   (a) The total common equity value of the Corporation shall be represented by
the sum of the outstanding shares of (i) the WorldCom Group Common Stock and
(ii) the PCS Group Common Stock.

   (b) The total common equity value of the WorldCom Group shall be represented
by the outstanding shares of the WorldCom Group Common Stock and the total
common equity value of the PCS Group shall be represented by the sum of (i) the
outstanding shares of the PCS Group Common Stock and (ii) the Number Of Shares
Issuable With Respect To The WorldCom Group Intergroup Interest.

   Section 2. General Provisions Relating to All Stock.

   2.1. Cumulative Voting. Shareholders of the Corporation shall not be
entitled to cumulative voting of their shares in the elections of Directors.

   2.2. Redemption of Shares Held by Aliens. Notwithstanding any other
provision of these Articles of Incorporation to the contrary, outstanding
shares of Corporation Common Stock Beneficially Owned by Aliens may be redeemed
by the Corporation, by action duly taken by the Board of Directors to the
extent necessary or advisable, in the judgment of the Board of Directors, for
the Corporation or any of its Subsidiaries to comply with the requirements of
Section 310.

   The terms and conditions of such redemption shall be as follows, subject in
any case to any other rights of a particular Alien or of the Corporation
pursuant to any contract or agreement between such Alien and the Corporation:

   (a) except as provided in Section 2.2(f), the redemption price of the shares
to be redeemed pursuant to this Section 2.2 shall be equal to the Market Price
of such shares on the third Business Day prior to the date notice of such
redemption is given pursuant to Section 2.2(d); provided that, except as
provided in Section 2.2(f), such redemption price as to any Alien who purchased
such shares of Corporation Common Stock after November 21, 1995 and within one
year prior to the Redemption Date shall not (unless otherwise determined by the
Board of Directors) exceed the purchase price paid by such Alien for such
shares;

   (b) the redemption price of such shares may be paid in cash, Redemption
Securities or any combination thereof;

                                      2-2
<PAGE>

   (c) if less than all of the shares Beneficially Owned by Aliens 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;

   (d) the Corporation shall give notice of the Redemption Date at least 30
days prior to the Redemption Date to the record holders of the shares selected
to be redeemed (unless waived in writing by any such holder) by delivering a
written notice by first class mail, postage pre-paid, to the holders of record
of the shares selected to be redeemed, addressed to such holders at their last
address as shown upon the stock transfer books of the Corporation (each such
notice of redemption specifying the date fixed for redemption, the redemption
price, the place or places of payment and that payment will be made upon
presentation and surrender of the stock certificates representing such shares);
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 (or a
combination thereof) 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;

   (e) on the Redemption Date, unless the Corporation shall have defaulted in
paying or setting aside for payment the cash or Redemption Securities (or a
combination thereof) payable upon such redemption, any and all rights of Aliens
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 Aliens shall be entitled only to receive the
cash or Redemption Securities (or a combination thereof) payable upon
redemption of the shares to be redeemed; and

   (f) such other terms and conditions as the Board of Directors shall
determine to be equitable; provided that, if (i) any shares of Series 2 PCS
Stock or Series 2 Common Stock are redeemed pursuant to this Section 2.2 or
(ii) any shares of Series 1 PCS Stock or Common Stock received by FT, DT or any
of their Affiliates in the Merger (including any shares of Series 1 PCS Stock
or Common Stock received by FT, DT or any of their Affiliates as a result of a
stock-split, stock dividend or similar distribution with respect to such stock)
are redeemed pursuant to this Section 2.2, then in each case the redemption
price per share of any such stock so redeemed shall be equal to the Market
Price of a share of Series 1 PCS Stock or Common Stock, as the case may be, on
the Redemption Date.

   Any notice that is mailed as herein provided shall be conclusively presumed
to have been duly given, whether or not the holder of shares to be redeemed
received such notice.

   2.3. Beneficial Ownership Inquiry. (a) The Corporation may by written notice
require a Person that is a holder of record of Corporation Common Stock or that
the Corporation knows to have, or has reasonable cause to believe has,
Beneficial Ownership of Corporation Common Stock, to certify that, to the
knowledge of such Person:

   (i) no Corporation Common Stock as to which such Person has record ownership
or Beneficial Ownership is Beneficially Owned by Aliens; or

   (ii) the number and class or series of shares of Corporation Common Stock
owned of record or Beneficially Owned by such Person that are owned of record
or Beneficially Owned by Persons that are Aliens are as set forth in such
certificate.

   (b) With respect to any Corporation Common Stock identified by such Person
in response to Section 2.3(a)(ii) above, the Corporation may require such
Person to provide such further information as the Corporation may reasonably
require in order to implement the provisions of Section 2.2.

   (c) For purposes of applying Section 2.2 with respect to any Corporation
Common Stock, if any Person fails to provide the certificate or other
information to which the Corporation is entitled pursuant to this Section 2.3,
the Corporation in its sole discretion may presume that the Corporation Common
Stock in question is, or is not, Beneficially Owned by Aliens.

                                      2-3
<PAGE>

   2.4. Factual Determinations. The Board of Directors shall have the power and
duty to construe and apply the provisions of Sections 2.2 and 2.3 and to make
all determinations necessary or desirable to implement such provisions,
including but not limited to: (a) the number of shares of Corporation Common
Stock that are Beneficially Owned by any Person; (b) whether a Person is an
Alien; (c) the application of any other definition of these Articles of
Incorporation to the given facts; and (d) any other matter relating to the
applicability or effect of Section 2.2.

   Section 3. Voting Powers.

   3.1. General. Except as otherwise provided by law or as expressly set forth
in ARTICLE FIVE or in this ARTICLE SIX, each share of Corporation Common Stock
shall be entitled to vote, as provided in Section 3.2, on all matters in
respect of which the holders of Corporation Common Stock are entitled to vote,
and, except as otherwise provided by the terms of any outstanding series of
Preferred Stock, the holders of Corporation Common Stock shall vote together
with the holders of all other classes or series of capital stock which have
general voting power on all such matters as a single class; provided, however,
that:

   (a) holders of WorldCom Group Common Stock, voting separately as a class in
accordance with Section 3.2(b), shall be entitled to vote upon a proposed
amendment to these Articles of Incorporation if such amendment would (i)
increase or decrease the aggregate number of authorized shares of WorldCom
Group Common Stock, (ii) increase or decrease the par value of the shares of
WorldCom Group Common Stock or (iii) alter or change the powers, preferences or
special rights of the shares of WorldCom Group Common Stock so as to affect
them adversely; and

   (b) holders of PCS Group Common Stock, voting separately as a class in
accordance with Section 3.2(c), shall be entitled to vote upon a proposed
amendment to these Articles of Incorporation if such amendment would (i)
increase or decrease the aggregate number of authorized shares of PCS Group
Common Stock, (ii) increase or decrease the par value of shares of PCS Group
Common Stock or (iii) alter or change the powers, preferences or special rights
of the shares of PCS Group Common Stock so as to affect them adversely.

   The Board of Directors is authorized to adopt resolutions requiring the
approval of any class or series of capital stock, alone or together with any
other class or series of capital stock, as a condition precedent, or condition
subsequent, to the approval, adoption, authorization or consummation of any
action, transaction or any other matter by or involving the Corporation, and no
provision contained in the these Articles of Incorporation shall be interpreted
to limit or restrict such authority in any way.

   3.2. Number of Votes. (a) On each matter to be voted on by the holders of
Corporation Common Stock, voting together as a single class:

   (i) each outstanding share of Common Stock is entitled to one vote;

   (ii) each outstanding share of Series 1 PCS Stock is entitled to a number of
votes (which, at any time, may be more or less than one whole vote and may
include a fraction of one vote) (the "PCS Per Share Vote") equal to (x) if the
record date for determining shareholders entitled to vote is within 30 Trading
Days from the Effective Time, the number of votes determined by multiplying one
by a fraction the numerator of which is the Market Value of one share of Series
1 PCS Stock on the record date and the denominator of which is the Market Value
of one share of Common Stock on the record date and (y) if the record date for
determining shareholders entitled to vote is after 30 Trading Days from the
Effective Time, the number of votes determined by multiplying one by the ratio
of the Average Trading Price of one share of Series 1 PCS Stock to the Average
Trading Price of one share of Common Stock computed as of the tenth Trading Day
preceding the record date for determining the shareholders entitled to vote,
expressed as a decimal fraction rounded to the nearest three decimal places;

                                      2-4
<PAGE>

   (iii) each outstanding share of Series 2 PCS Stock is entitled to a number
of votes (which, at any time, may be more or less than one whole vote and may
include a fraction of one vote) equal to ten percent of the applicable PCS Per
Share Vote as determined in accordance with Section 3.2(a)(ii); and

   (iv) each outstanding share of Series 2 Common Stock is entitled to ten
percent of one vote.

   (b) On each matter to be voted on by the holders of WorldCom Group Common
Stock, voting separately as a class, each outstanding share of Common Stock and
Series 2 Common Stock is entitled to one vote.

   (c) On each matter to be voted on by the holders of PCS Group Common Stock,
voting separately as a class, each outstanding share of Series 1 PCS Stock and
Series 2 PCS Stock is entitled to one vote.

   (d) In addition to the foregoing provisions of this Section 3, (i) if shares
of only one class of Corporation Common Stock of the same series is outstanding
on the record date for determining the holders of Corporation Common Stock
entitled to vote on any matter, then each share of that class and series shall
be entitled to one vote and (ii) if any class or any series of Corporation
Common Stock votes as a single class with respect to any matter, each share of
that class or series shall, for purposes of such vote, be entitled to one vote
on such matter.

   Section 4. Liquidation Rights. If any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation occurs, then after payment or
provision for payment of the debts and other liabilities of the Corporation,
including the liquidation preferences of any series of Preferred Stock, the
holders of Corporation Common Stock shall be entitled to receive the remaining
assets of the Corporation, regardless of the Business Group to which such
assets are attributed in accordance with ARTICLE SIX, Section 10, divided among
such holders in accordance with the per share "Liquidation Units" attributable
to each such class or series of stock as follows:

   (a) each share of Common Stock and Series 2 Common Stock is hereby
attributed a number of "Liquidation Units" (rounded to the nearest 1/10,000)
equal to 1.0 divided by the FON Exchange Ratio; and

   (b) each share of PCS Group Common Stock is hereby attributed a number of
"Liquidation Units" (rounded to the nearest 1/10,000) equal to 0.2046.

   The per share "Liquidation Units" of each such class or series of
Corporation Common Stock are subject to adjustment as determined by the Board
of Directors to be appropriate to reflect equitably (i) any subdivision (by
stock split or otherwise) or combination (by reverse stock split or otherwise)
of such class or series of Corporation Common Stock or (ii) any dividend or
other distribution of shares of such class or series of Corporation Common
Stock to holders of shares of such class or series of Corporation Common Stock.
Neither the merger nor consolidation of the Corporation, nor the Transfer of
all or part of its assets, shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation within the meaning of
this Section 4. Notwithstanding the foregoing, any transaction or series of
related transactions which results in the distribution of all or substantially
all the assets of the PCS Group (excluding any portion of such assets retained
by the Corporation or distributed to holders of WorldCom Group Common Stock in
respect of the WorldCom Group Intergroup Interest Fraction) to the holders of
the outstanding PCS Group Common Stock by way of the distribution of equity
interests in one or more entities that collectively hold, directly or
indirectly, all or substantially all of the assets of the PCS Group (including,
without limitation, the PCS Group Subsidiary) shall not constitute a voluntary
or involuntary liquidation, dissolution or winding up of the Corporation for
purposes of this Section 4 but shall be subject to ARTICLE SIX, Section 7.2.

   Section 5. Dividends. Dividends payable in cash shall be declared and paid
only out of net income or surplus of the Corporation and may be declared and
paid upon each class and series of Corporation Common

                                      2-5
<PAGE>

Stock, upon the terms with respect to each such class and series, and subject
to the limitations provided for in this Section 5 and in ARTICLE SIX, Section
9, as the Board of Directors may determine.

   5.1. Generally. Dividends payable in cash on Corporation Common Stock may be
declared and paid only out of the funds of the Corporation legally available
therefor.

   5.1.1. The holders of the Common Stock shall be entitled to receive, when
and if declared by the Board of Directors in accordance with this Section 5.1,
dividends in respect of the Common Stock equivalent on a per share basis to
those payable on the Series 2 Common Stock. Dividends on the Common Stock shall
be payable on the same date fixed for the payment of the corresponding dividend
on shares of Series 2 Common Stock and shall be in an amount per share equal to
the full per share amount of any cash dividend paid on shares of Series 2
Common Stock, plus the full per share amount (payable in kind) of any non-cash
dividend paid on shares of Series 2 Common Stock; provided that if the
Corporation shall declare and pay any dividend on shares of Series 2 Common
Stock payable in shares of Series 2 Common Stock or Series 2 PCS Stock, or in
options, warrants or rights to acquire shares of Series 2 Common Stock or
Series 2 PCS Stock, or in securities convertible into or exchangeable or
exercisable for shares of Series 2 Common Stock or Series 2 PCS Stock, then in
each case, the Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, an equivalent dividend per share on the
Common Stock payable in shares of Common Stock or Series 1 PCS Stock,
respectively, or equivalent corresponding options, warrants or rights to
acquire shares of Common Stock or Series 1 PCS Stock, respectively, or
equivalent corresponding securities convertible into or exchangeable or
exercisable for shares of Common Stock or Series 1 PCS Stock, respectively.

   5.1.2. The holders of shares of Series 2 Common Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 Common Stock equivalent on a
per share basis to those payable on the Common Stock. Dividends on the Series 2
Common Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Common Stock and shall be in an amount per
share equal to the full per share amount of any cash dividend paid on shares of
Common Stock, plus the full per share amount (payable in kind) of any non-cash
dividend paid on shares of Common Stock; provided that if the Corporation shall
declare and pay any dividend on shares of Common Stock payable in shares of
Common Stock or Series 1 PCS Stock, or in options, warrants or rights to
acquire shares of Common Stock or Series 1 PCS Stock, or in securities
convertible into or exchangeable or exercisable for shares of Common Stock or
Series 1 PCS Stock, then in each case, the Corporation shall declare and pay,
at the same time that it declares and pays any such dividend, an equivalent
dividend per share on the Series 2 Common Stock payable in shares of Series 2
Common Stock or Series 2 PCS Stock, respectively, or equivalent corresponding
options, warrants or rights to acquire shares of Series 2 Common Stock or
Series 2 PCS Stock, respectively, or equivalent corresponding securities
convertible into or exchangeable or exercisable for shares of Series 2 Common
Stock or Series 2 PCS Stock, respectively.

   5.1.3. The holders of shares of Series 1 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 1 PCS Stock equivalent on a per
share basis to those payable on the Series 2 PCS Stock. Dividends on the Series
1 PCS Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 2 PCS Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 2 PCS Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 2 PCS Stock; provided
that if the Corporation shall declare and pay any dividend on shares of Series
2 PCS Stock payable in shares of Series 2 PCS Stock, or in options, warrants or
rights to acquire shares of Series 2 PCS Stock, or in securities convertible
into or exchangeable or exercisable for shares of Series 2 PCS Stock, then in
each case, the Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, an equivalent dividend per share on the
Series 1 PCS Stock payable in shares of Series 1 PCS Stock, or equivalent
corresponding options, warrants or rights to acquire shares of Series 1 PCS
Stock, or equivalent corresponding securities convertible into or exchangeable
or exercisable for shares of Series 1 PCS Stock.

                                      2-6
<PAGE>

   5.1.4. The holders of shares of Series 2 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 PCS Stock equivalent on a per
share basis to those payable on the Series 1 PCS Stock. Dividends on the Series
2 PCS Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 1 PCS Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 1 PCS Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 1 PCS Stock; provided
that if the Corporation shall declare and pay any dividend on shares of Series
1 PCS Stock payable in shares of Series 1 PCS Stock, or in options, warrants or
rights to acquire shares of Series 1 PCS Stock, or in securities convertible
into or exchangeable or exercisable for shares of Series 1 PCS Stock, then in
each case, the Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, an equivalent dividend per share on the
Series 2 PCS Stock payable in shares of Series 2 PCS Stock, or equivalent
corresponding options, warrants or rights to acquire shares of Series 2 PCS
Stock, or equivalent corresponding securities convertible into or exchangeable
or exercisable for shares of Series 2 PCS Stock.

   5.2. Separate Declaration of Dividends. The Board of Directors, in
accordance with the applicable provisions of Section 5.1, may at any time
declare and pay dividends (a) exclusively on the WorldCom Group Common Stock,
(b) exclusively on the PCS Group Common Stock or (c) on the WorldCom Group
Common Stock, on the one hand, and the PCS Group Common Stock, on the other, in
equal or unequal per share amounts, notwithstanding the amount of dividends
previously declared on each class or series of stock, the respective voting or
liquidation rights of each class or series of stock or any other factor.

   5.3. Share Distributions. Subject to this Section 5 and except as permitted
by ARTICLE SIX, Sections 7.1 and 7.2, the Board of Directors may declare and
pay dividends or distributions of shares of Corporation Common Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of Corporation Common Stock) on shares of Corporation Common Stock or
shares of Preferred Stock only as follows:

   (a) dividends or distributions of shares of (i) Common Stock (or Convertible
Securities convertible into or exchangeable or exercisable for shares of Common
Stock) and (ii) Series 2 Common Stock (or Convertible Securities convertible
into or exchangeable or exercisable for shares of Series 2 Common Stock) on
shares of (A) Common Stock and (B) Series 2 Common Stock, respectively, as well
as on WorldCom Group Preferred Stock;

   (b) dividends or distributions of shares of (i) Series 1 PCS Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of Series 1 PCS Stock) and (ii) Series 2 PCS Stock (or Convertible
Securities convertible into or exchangeable or exercisable for Shares of Series
2 PCS Stock) on shares of (A) Series 1 PCS Stock and (B) Series 2 PCS Stock,
respectively, as well as on PCS Group Preferred Stock;

   (c) dividends or distributions of shares of (i) Series 1 PCS Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of Series 1 PCS Stock) and (ii) Series 2 PCS Stock (or Convertible
Securities convertible into or exchangeable or exercisable for shares of Series
2 PCS Stock) on (A) shares of (x) Common Stock and (y) Series 2 Common Stock,
respectively, or (B) shares of WorldCom Group Preferred Stock, but in any such
case only if immediately prior to such dividend or distribution the Number Of
Shares Issuable With Respect To The WorldCom Group Intergroup Interest is
greater than or equal to the sum of (1) the amount of any decrease in the
Number Of Shares Issuable With Respect To The WorldCom Group Intergroup
Interest required by paragraph (b) of the definition of such term in ARTICLE
SIX, Section 10 as a result of such dividend or distribution and (2) the number
of shares of PCS Group Common Stock issuable upon conversion, exchange or
exercise of any Convertible Securities to be so issued or any other outstanding
Convertible Securities that have been issued as a dividend or other
distribution (including in connection with any reclassification or exchange of
shares) to holders of WorldCom Group Common Stock or shares of WorldCom Group
Preferred Stock; and

                                      2-7
<PAGE>

   (d) dividends or distributions of shares of PCS Group Preferred Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of PCS Group Preferred Stock) on shares of WorldCom Group Common Stock
or shares of WorldCom Group Preferred Stock, but in any such case only if
immediately prior to such dividend or distribution the Number Of Shares
Issuable With Respect To The WorldCom Group Intergroup Interest is greater than
or equal to the sum of (1) the amount of any decrease in the Number Of Shares
Issuable With Respect To The WorldCom Group Intergroup Interest required by
paragraph (b) of the definition of such term in ARTICLE SIX, Section 10 as a
result of such dividend or distribution and (2) the number of shares of PCS
Group Common Stock issuable upon conversion, exchange or exercise of any
Convertible Securities that have been issued as a dividend or other
distribution (including in connection with any reclassification or exchange of
shares) to holders of WorldCom Group Common Stock or shares of WorldCom Group
Preferred Stock.

   For purposes of this Section 5.3, any outstanding Convertible Securities
that are convertible into or exchangeable or exercisable for any other
Convertible Securities which are themselves convertible into or exchangeable or
exercisable for WorldCom Group Common Stock (or other Convertible Securities
that are so convertible, exchangeable or exercisable) or PCS Group Common Stock
(or other Convertible Securities that are so convertible, exchangeable or
exercisable) shall be deemed to have been converted, exchanged or exercised in
full for such Convertible Securities.

   Section 6. No Dilution or Impairment; Certain Tender Offers.

   6.1. No Dilution or Impairment. (a) No reclassification, subdivision or
combination of the outstanding shares of Series 2 Common Stock shall be
effected directly or indirectly (including, without limitation, any
reclassification, subdivision or combination effected pursuant to a
consolidation, merger or liquidation) unless at the same time the Common Stock
is reclassified, subdivided or combined on an equal per share basis so that the
holders of the Common Stock (i) are entitled, in the aggregate, to a number of
Votes representing the same percentage of the Voting Power of the Corporation
relative to the Series 2 Common Stock as were represented by the shares of
Common Stock outstanding immediately prior to such reclassification,
subdivision or combination and (ii) maintain all of the rights associated with
the Common Stock set forth in these Articles of Incorporation, including,
without limitation, the right to receive dividends and other distributions
(including liquidating and other distributions) that are equivalent to those
payable per share in respect of shares of Series 2 Common Stock, subject to the
limitations, restrictions and conditions on such rights contained herein.

   (b) No reclassification, subdivision or combination of the outstanding
shares of Common Stock shall be effected directly or indirectly (including,
without limitation, any reclassification, subdivision or combination effected
pursuant to a consolidation, merger or liquidation) unless at the same time the
Series 2 Common Stock is reclassified, subdivided or combined on an equal per
share basis so that the holders of the Series 2 Common Stock (i) are entitled,
in the aggregate, to a number of Votes representing the same percentage of the
Voting Power of the Corporation relative to the Common Stock as were
represented by the shares of Series 2 Common Stock outstanding immediately
prior to such reclassification, subdivision or combination and (ii) maintain
all of the rights associated with the Series 2 Common Stock set forth in these
Articles of Incorporation, including without limitation the right to receive
dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Common Stock, subject to the limitations, restrictions and conditions
on such rights contained herein.

   (c) No reclassification, subdivision or combination of the outstanding
shares of Series 2 PCS Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 1 PCS Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 1 PCS Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of the Corporation relative to the Series 2 PCS
Stock as were represented by the shares of Series 1 PCS Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the

                                      2-8
<PAGE>

rights associated with the Series 1 PCS Stock set forth in these Articles of
Incorporation, including without limitation the right to receive dividends and
other distributions (including liquidating and other distributions) that are
equivalent to those payable per share in respect of shares of Series 2 PCS
Stock, subject to the limitations, restrictions and conditions on such rights
contained herein.

   (d) No reclassification, subdivision or combination of the outstanding
shares of Series 1 PCS Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 2 PCS Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 2 PCS Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of the Corporation relative to the Series 1 PCS
Stock as were represented by the shares of Series 2 PCS Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the rights associated with the Series 2 PCS Stock set forth in
these Articles of Incorporation, including without limitation the right to
receive dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Series 1 PCS Stock, subject to the limitations, restrictions and
conditions on such rights contained herein.

   (e) Without limiting the generality of the foregoing, in the case of any
consolidation or merger of the Corporation with or into any other entity (other
than a merger which does not result in any reclassification, conversion,
exchange or cancellation of the Common Stock or Series 1 PCS Stock) or any
reclassification of the Common Stock or Series 1 PCS Stock into any other form
of capital stock of the Corporation, whether in whole or in part, each holder
of Series 2 Common Stock or Series 2 PCS Stock, as the case may be, shall,
after such consolidation, merger or reclassification, have the right (but not
the obligation), by notice delivered to the Corporation or any successor
thereto within 90 days after the consummation of such consolidation, merger or
reclassification, to convert each share of Series 2 Common Stock or Series 2
PCS Stock, as the case may be, held by such holder into the kind and amount of
shares of stock and other securities and property which such holder would have
been entitled to receive upon such consolidation, merger, or reclassification
if such holder had converted its shares of Series 2 Common Stock or Series 2
PCS Stock into Common Stock or Series 1 PCS Stock, respectively, immediately
prior to such consolidation, merger or reclassification. The Corporation shall
not effect, directly or indirectly, any such reclassification, subdivision or
combination of outstanding shares of Common Stock or Series 1 PCS Stock unless
it delivers to the holders of Series 2 Common Stock and Series 2 PCS Stock
written notice of its intent to take such action at least ten Business Days
before taking such action.

   6.2. Exclusionary Tender Offers. If the Board of Directors shall determine
not to oppose a tender offer by a Person other than a Cable Holder for Voting
Securities of the Corporation representing not less than 35 percent of the
Voting Power of the Corporation, and the terms of such tender offer do not
permit the holders of Series 2 PCS Stock to sell an equal or greater percentage
of their shares as the holders of Series 1 PCS Stock are permitted to sell
taking into account any proration, then each holder of Series 2 PCS Stock shall
have the right (but not the obligation) to deliver to the Corporation a written
notice requesting conversion of certain shares of Series 2 PCS Stock designated
by such holder of Series 2 PCS Stock into Series 1 PCS Stock, upon which
delivery each share of Series 2 PCS Stock so designated in such notice shall
automatically convert (without the payment of any consideration) into one duly
issued, fully paid and nonassessable share of Series 1 PCS Stock; provided that
(i) unless the Series 2 PCS Stock shall have otherwise been converted into
Series 1 PCS Stock pursuant to ARTICLE SIX, Section 7.5 upon or prior to the
consummation or abandonment of the transaction contemplated by such tender
offer, immediately following the consummation of such transaction or the
delivery by the Corporation to each holder of Series 2 PCS Stock of a notice
that such transaction has been abandoned, each share of Series 1 PCS Stock held
by a holder of Series 2 PCS Stock shall automatically reconvert (without the
payment of any consideration) into one duly issued, fully paid and
nonassessable share of Series 2 PCS Stock, and (ii) only those shares of Series
2 PCS Stock related to shares of Series 1 PCS Stock that were not so
reconverted shall be deemed for any purpose under these Articles of
Incorporation to have been converted into Series 1 PCS Stock, pursuant to this
Section 6.2 and the Series 2 PCS Stock so reconverted shall be deemed to have
been at all times outstanding shares of Series 2 PCS Stock; provided that if
the

                                      2-9
<PAGE>

Series 2 PCS Stock has been converted into or redeemed for Series 2 Common
Stock pursuant to ARTICLE SIX, Section 7, then the terms "Series 2 Common
Stock" and "Common Stock" shall be deemed to replace the terms "Series 2 PCS
Stock" and "Series 1 PCS Stock," respectively, in this Section 6.2.

   6.3. Issuer Tender Offers. The Corporation shall not conduct an issuer
tender offer (as defined on November 23, 1998 in Rule 13e-4 under the Exchange
Act) with respect to the Series 1 PCS Stock or the Common Stock unless (i) such
tender offer provides for the participation of the holders of Series 2 PCS
Stock, on the one hand, or Series 2 Common Stock, on the other hand, on an
equal basis with the Series 1 PCS Stock or the Common Stock, respectively, and
(ii) the Corporation accepts for repurchase the number of shares tendered by
the holders of Series 1 PCS Stock and Series 2 PCS Stock, on the one hand, or
Common Stock and Series 2 Common Stock, on the other, in proportion to the
number of shares of each such class and series tendered; provided that the
terms of this Section 6.3 shall not prevent the Corporation from administering
in good faith an "odd-lot" program in connection with such issuer tender offer
and shall not apply to customary
acquisitions of Corporation Common Stock made by the Corporation on the open
market for purposes of maintaining stock option plans of the Corporation.

   Section 7. Conversion or Redemption of PCS Group Common Stock. Except as
otherwise provided in ARTICLE SIX, Sections 2.2 and 6.2, shares of PCS Group
Common Stock are (i) subject to conversion or redemption, as the case may be,
upon the terms provided in this Section 7 with respect to each class and
(ii) otherwise not subject to conversion or redemption.

   7.1. Conversion or Redemption of PCS Group Common Stock. (a) If the
Corporation and/or its Subsidiaries makes a Disposition, in one transaction or
a series of related transactions, of all or substantially all of the properties
and assets attributed to the PCS Group to one or more persons or entities
(other than (i) the Disposition by the Corporation of all or substantially all
of its properties and assets in one transaction or a series of related
transactions in connection with the dissolution or the liquidation and winding
up of the Corporation and the distribution of assets to shareholders pursuant
to Section 4, (ii) the redemption of the PCS Group Common Stock for the stock
of the PCS Group Subsidiary pursuant to Section 7.2, (iii) to any person or
entity controlled (as determined by the Board of Directors) by the Corporation
or (iv) pursuant to a Related Business Transaction), then the Corporation
shall, on or prior to the 85th Trading Day after the date of consummation of
such Disposition (the "PCS Group Disposition Date"), either (I) pay a dividend
on the PCS Group Common Stock or (II) redeem some or all of the PCS Group
Common Stock or convert PCS Group Common Stock into Common Stock and Series 2
Common Stock, as applicable (or another class or series of common stock of the
Corporation), in accordance with the following subparagraphs (1) and (2) of
this paragraph (a) and, to the extent applicable, in accordance with Section
7.4, as the Board of Directors shall have selected among such alternatives:

   (1) provided that there are funds of the Corporation legally available
therefor:

   (A) pay to the holders of the shares of PCS Group Common Stock a dividend,
as the Board of Directors shall have declared in accordance with ARTICLE SIX,
Section 5.1, in cash and/or in securities (other than a dividend of Corporation
Common Stock or other common equity securities of the Corporation) or other
property having a Fair Value as of the PCS Group Disposition Date in the
aggregate equal to the product of the Outstanding PCS Fraction as of the record
date for determining holders entitled to receive such dividend multiplied by
the Fair Value of the Net Proceeds of such Disposition; or

   (B) (i) subject to the last sentence of this paragraph (a), if such
Disposition involves all (not merely substantially all) of the properties and
assets attributed to the PCS Group, redeem as of the Redemption Date provided
by Section 7.4(c) all outstanding shares of PCS Group Common Stock in exchange
for cash and/or securities (other than Corporation Common Stock or other common
equity securities of the Corporation) or other property having a Fair Value as
of the PCS Group Disposition Date in the aggregate equal to the product of the
Outstanding PCS Fraction as of such Redemption Date multiplied by the Fair
Value of the Net Proceeds of such Disposition (such aggregate amount to be
allocated to shares of Series 1 PCS Stock and Series 2 PCS

                                      2-10
<PAGE>

Stock in the ratio of the number of shares of each such series outstanding to
the other series (so that the amount of consideration paid for the redemption
of each share of Series 1 PCS Stock and Series 2 PCS Stock is the same)); or

   (ii) subject to the last sentence of this paragraph (a), if such Disposition
involves substantially all (but not all) of the properties and assets
attributed to the PCS Group, redeem as of the Redemption Date provided by
Section 7.4(d) the number of whole shares of PCS Group Common Stock (which may
be all of such shares outstanding) as have in the aggregate an average Market
Value during the period of ten consecutive Trading Days beginning on the
sixteenth Trading Day immediately succeeding the PCS Group Disposition Date
closest to the product of the Outstanding PCS Fraction as of the date such
shares are selected for redemption multiplied by the Fair Value as of the PCS
Group Disposition Date of the Net Proceeds of such Disposition, in exchange for
cash and/or securities (other than Corporation Common Stock or other common
equity securities of the Corporation) or other property having a Fair Value in
the aggregate equal to such product (such aggregate amount to be allocated to
shares of Series 1 PCS Stock and Series 2 PCS Stock in the ratio of the number
of shares of each such series outstanding to the other series (so that the
amount of consideration paid for the redemption of each share of Series 1 PCS
Stock and Series 2 PCS Stock is the same)); or

   (2) convert each outstanding share of Series 1 PCS Stock and Series 2 PCS
Stock as of the Conversion Date provided by Section 7.4(e) into a number of
fully paid and nonassessable shares of Common Stock and Series 2 Common Stock,
respectively (or, if the Common Stock is not Publicly Traded at such time and
shares of another class or series of common stock of the Corporation (other
than PCS Group Common Stock) are then Publicly Traded, of such other class or
series of common stock as has the largest Total Market Capitalization as of the
close of business on the Trading Day immediately preceding the date of the
notice of such conversion required by Section 7.4(e)) equal to 110% of the
ratio, expressed as a decimal fraction rounded to the nearest five decimal
places, of the average Market Value of one share of Series 1 PCS Stock over the
period of ten consecutive Trading Days beginning on the sixteenth Trading Day
following the PCS Group Disposition Date to the average Market Value of one
share of Common Stock (or such other class or series of common stock) over the
same ten Trading Day period.

   Notwithstanding the foregoing provisions of this paragraph (a), the
Corporation may redeem PCS Group Common Stock as provided by subparagraph
(1)(B)(i) or (1)(B)(ii) of this paragraph (a) only if the amount to be paid in
redemption of such stock is less than or equal to the sum of (i) the amount
available for the payment of dividends on such shares to be redeemed in
accordance with ARTICLE SIX, Section 5 measured as of the Redemption Date and
(ii) the amount determined to be capital in respect of the shares to be
redeemed in accordance with applicable corporation law as of the Redemption
Date.

   (b) For purposes of this Section 7.1:

   (i) as of any date, "substantially all of the properties and assets"
attributed to the PCS Group means a portion of such properties and assets that
represents at least 80% of the Fair Value of the properties and assets
attributed to the PCS Group as of such date;

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

   (iii) the Board of Directors may pay any dividend or redemption price
referred to in Section 7.1(a) in cash, securities (other than Corporation
Common Stock or other common equity securities of the Corporation) or other
property, regardless of the form or nature of the proceeds of the Disposition;
provided that if such payment is made in Voting Securities (other than
Corporation Common Stock or other common equity securities of the Corporation)
of the Corporation or another entity, holders of Series 2 PCS Stock shall
receive Voting Securities with Voting Power equivalent on a per share basis to
such shares received by holders of Series 1 PCS Stock.

                                      2-11
<PAGE>

   (c) If the payment of the dividend or the redemption price with respect to
the PCS Group Common Stock provided for by Section 7.1(a)(1) occurs prior to
November 23, 2001, then the Board of Directors may convert each share of Series
1 PCS Stock and Series 2 PCS Stock remaining outstanding, but only as of a
Conversion Date (determined as provided by Section 7.4(e) hereof) prior to the
first anniversary of the payment of such dividend or redemption price, into a
number of fully paid and nonassessable shares of Common Stock and Series 2
Common Stock, respectively (or, if the Common Stock is not Publicly Traded at
such time and shares of any other class or series of common stock of the
Corporation (other than PCS Group Common Stock) are then Publicly Traded, of
such other class or series of common stock as has the largest Total Market
Capitalization as of the close of business on the Trading Day immediately
preceding the date of the notice of such conversion required by Section 7.4(e))
equal to 110% of the Optional Conversion Ratio as of the fifth Trading Day
prior to the date of the notice of such conversion required by Section 7.4(e).

   (d) At any time following November 23, 2001, the Board of Directors may
convert each outstanding share of Series 1 PCS Stock and Series 2 PCS Stock, as
of the Conversion Date provided by Section 7.4(e), into the
number of fully paid and nonassessable shares of Common Stock and Series 2
Common Stock, respectively (or, if the Common Stock is not Publicly Traded at
such time and shares of any other class or series of common stock of the
Corporation (other than PCS Group Common Stock) are then Publicly Traded, of
such other class or series of common stock as has the largest Total Market
Capitalization as of the close of business on the Trading Day immediately
preceding the date of the notice of conversion required by Section 7.4(e))
equal to, on the Conversion Date, (i) if following November 23, 2001, but prior
to November 23, 2002, 110% of the Optional Conversion Ratio as of the fifth
Trading Day prior to the date of the notice of such conversion required by
Section 7.4(e), or (ii) if on or after November 23, 2002, at such conversion
ratio (if any) as the Board of Directors determines to be fair to holders of
the PCS Group Common Stock, taken as a separate class, and holders of WorldCom
Group Common Stock, taken as a separate class.

   7.2. Redemption of PCS Group Common Stock for Subsidiary Stock. At any time
the Board of Directors may redeem all of the outstanding shares of PCS Group
Common Stock, on a Redemption Date of which notice is delivered in accordance
with Section 7.4(f), in exchange for the number of shares of common stock of
one or more wholly-owned subsidiaries of the Corporation (collectively, the
"PCS Group Subsidiary") that collectively hold directly or indirectly all of
the assets and liabilities attributed to the PCS Group (and no other assets or
liabilities of the Corporation or any subsidiary thereof) equal to the product
of the Outstanding PCS Fraction and the number of shares of common stock of
such PCS Group Subsidiary to be outstanding immediately following such exchange
of shares (including any shares of such PCS Group Subsidiary which will be
retained by the Corporation in respect of the WorldCom Group Intergroup
Interest Fraction), such PCS Group Subsidiary shares to be delivered to the
holders of shares of PCS Group Common Stock on the Redemption Date and to be
divided among the holders of PCS Group Common Stock pro rata in accordance with
the number of shares of PCS Group Common Stock held by each on such Redemption
Date, each of which shares of common stock of such PCS Group Subsidiary shall
be, upon such delivery, fully paid and nonassessable; provided, however, that

   (a) no such redemption pursuant to this Section 7.2 may occur prior to
November 23, 2000, unless such redemption is approved by the affirmative vote
of the holders of a majority of shares of PCS Group Common Stock, voting
separately as a class in accordance with ARTICLE SIX, Section 3.2(c); and

   (b) holders of shares of Series 2 PCS Stock outstanding immediately prior to
the Redemption Date shall receive on a per share basis, pursuant to such
redemption, shares of common stock of such PCS Group Subsidiary with Voting
Power equivalent on a per share basis to such shares received by holders of
Series 1 PCS Stock;

and provided further that no such redemption pursuant to this Section 7.2 may
occur unless (i) the redemption is tax-free to the holders of PCS Group Common
Stock or (ii) such other arrangement exists for the benefit of the holders of
PCS Group Common Stock redeemed such that, net of all taxes related to such
redemption and

                                      2-12
<PAGE>

to such other arrangement itself which are realized by such Shareholders, such
Shareholders will be in a position that is substantially equivalent
economically to the position such Shareholders would be in after a tax-free
distribution described in the immediately preceding clause (i).

   7.3. Treatment of Convertible Securities. After any Conversion Date or
Redemption Date on which all outstanding shares of any class or series of PCS
Group Common Stock are converted or redeemed, any share of such class or series
of PCS Group Common Stock that is issued on conversion, exchange or exercise of
any Convertible Securities shall, immediately upon issuance pursuant to such
conversion, exchange or exercise and without any notice from or to, or any
other action on the part of, the Corporation or its Board of Directors or the
holder of such Convertible Security:

   (a) if the shares of such class or series of PCS Group Common Stock
outstanding on such Conversion Date were converted into shares of another class
or series of Corporation Common Stock (or another class or series of common
stock of the Corporation) pursuant to subparagraph (a)(2) or paragraph (c) or
(d) of Section 7.1, be converted into the amount of cash and/or the number of
shares of the kind of capital stock
and/or other securities or property of the Corporation that the number of
shares of such class or series of PCS Group Common Stock issued upon such
conversion, exchange or exercise would have received had such shares been
outstanding on such Conversion Date; or

   (b) if the shares of such class or series of PCS Group Common Stock
outstanding on such Redemption Date were redeemed pursuant to Section
7.1(a)(1)(B) or Section 7.2, be redeemed, to the extent of funds of the
Corporation legally available therefor, for $0.01 per share in cash for each
share of such class or series of PCS Group Common Stock issued upon such
conversion, exchange or exercise.

   The provisions of this Section 7.3 shall not apply to the extent that other
adjustments in respect of such conversion, exchange or redemption of a class or
series of PCS Group Common Stock are otherwise made pursuant to the provisions
of such Convertible Securities.

   7.4. Notice and Other Provisions. (a) Not later than the tenth Trading Day
following the consummation of a Disposition referred to in Section 7.1(a), the
Corporation shall announce publicly by press release (i) the Net Proceeds of
such Disposition, (ii) the number of shares outstanding of the PCS Group Common
Stock and (iii) the number of shares of PCS Group Common Stock into or for
which Convertible Securities are then convertible, exchangeable or exercisable
and the conversion, exchange or exercise price thereof. Not earlier than the
26th Trading Day and not later than the 30th Trading Day following the
consummation of such Disposition, the Corporation shall announce publicly by
press release which of the actions specified in Section 7.1(a) it has
irrevocably determined to take in respect of such Disposition.

   (b) If the Corporation determines to pay a dividend on shares of PCS Group
Common Stock pursuant to Section 7.1(a)(1)(A), the Corporation shall, not later
than the 30th Trading Day following the consummation of the Disposition
referred to in such Section, cause notice to be given to each holder of PCS
Group Common Stock and to each holder of Convertible Securities that are
convertible into or exchangeable or exercisable for shares of PCS Group Common
Stock (unless alternate provision for such notice to the holders of such
Convertible Securities is made pursuant to the terms of such Convertible
Securities), setting forth (i) the record date for determining holders entitled
to receive such dividend, which shall be not earlier than the 40th Trading Day
and not later than the 50th Trading Day following the consummation of such
Disposition, (ii) the anticipated payment date of such dividend (which shall
not be more than 85 Trading Days following the consummation of such
Disposition), (iii) the kind of shares of capital stock, cash and/or other
securities or property to be paid as such dividend in respect of the
outstanding shares of PCS Group Common Stock, (iv) the Net Proceeds of such
Disposition, (v) the Outstanding PCS Fraction on the date of such notice, (vi)
the number of outstanding shares of PCS Group Common Stock and the number of
shares of PCS Group Common Stock into or for which outstanding Convertible
Securities are then convertible, exchangeable or exercisable and the
conversion, exchange or exercise price thereof and (vii) in the case of notice
to be given to holders of Convertible Securities, a statement to the effect
that a holder of such Convertible Securities shall be entitled to

                                      2-13
<PAGE>

receive such dividend only if such holder properly converts, exchanges or
exercises such Convertible Securities on or prior to the record date referred
to in clause (i) of this sentence. Such notice shall be sent by first-class
mail, postage prepaid, to each such holder at such holder's address as the same
appears on the stock transfer books of the Corporation.

   (c) If the Corporation determines to redeem PCS Group Common Stock pursuant
to Section 7.1(a)(1)(B)(i), the Corporation shall, not earlier than the 45th
Trading Day and not later than the 35th Trading Day prior to the Redemption
Date, cause notice to be given to each holder of shares of PCS Group Common
Stock and to each holder of Convertible Securities convertible into or
exchangeable or exercisable for shares of PCS Group Common Stock (unless
alternate provision for such notice to the holders of such Convertible
Securities is made pursuant to the terms of such Convertible Securities),
setting forth (i) a statement that all shares of PCS Group Common Stock
outstanding on the Redemption Date shall be redeemed, (ii) the Redemption Date
(which shall not be more than 85 Trading Days following the consummation of
such Disposition), (iii) the kind of shares of capital stock, cash and/or other
securities or property in which the redemption price for the shares to be
redeemed is to be paid, (iv) the Net Proceeds of such Disposition, (v) the
Outstanding PCS Fraction on the date of such notice, (vi) the place or places
where stock certificates for shares of PCS Group Common Stock, properly
endorsed or assigned for transfer (unless the Corporation waives such
requirement), are to be surrendered for delivery of cash and/or securities or
other property, (vii) the number of outstanding shares of PCS Group Common
Stock and the number of shares of PCS Group Common Stock into or for which such
outstanding Convertible Securities are then convertible, exchangeable or
exercisable and the conversion, exchange or exercise price thereof, (viii) in
the case of notice to be given to holders of Convertible Securities, a
statement to the effect that a holder of such Convertible Securities shall be
entitled to participate in such redemption only if such holder properly
converts, exchanges or exercises such Convertible Securities on or prior to the
Redemption Date referred to in clause (ii) of this sentence and a statement as
to what, if anything, such holder will be entitled to receive pursuant to the
terms of such Convertible Securities or, if applicable, this Section 7 if such
holder thereafter converts, exchanges or exercises such Convertible Securities
and (ix) a statement to the effect that, except as otherwise provided by
paragraph (i) of this Section 7.4, dividends on such shares of PCS Group Common
Stock shall cease to be paid as of such Redemption Date. Such notice shall be
sent by first-class mail, postage prepaid, to each such holder at such holder's
address as the same appears on the stock transfer books of the Corporation.

   (d) If the Corporation determines to redeem PCS Group Common Stock pursuant
to Section 7.1(a)(1)(B)(ii), the Corporation shall, not later than the 30th
Trading Day following the consummation of the Disposition referred to in such
subparagraph, cause notice to be given to each holder of shares of PCS Group
Common Stock and to each holder of Convertible Securities that are convertible
into or exchangeable or exercisable for shares of PCS Group Common Stock
(unless alternate provision for such notice to the holders of such Convertible
Securities is made pursuant to the terms of such Convertible Securities)
setting forth (i) a date, not earlier than the 40th Trading Day and not later
than the 50th Trading Day following the consummation of the Disposition in
respect of which such redemption is to be made, on which shares of PCS Group
Common Stock shall be selected for redemption, (ii) the anticipated Redemption
Date (which shall not be more than 85 Trading Days following the consummation
of such Disposition), (iii) the kind of shares of capital stock, cash and/or
other securities or property in which the redemption price for the shares to be
redeemed is to be paid, (iv) the Net Proceeds of such Disposition, (v) the
Outstanding PCS Fraction on the date of such notice, (vi) the number of shares
of PCS Group Common Stock outstanding and the number of shares of PCS Group
Common Stock into or for which outstanding Convertible Securities are then
convertible, exchangeable or exercisable and the conversion, exchange or
exercise price thereof, (vii) in the case of notice to be given to holders of
Convertible Securities, a statement to the effect that a holder of such
Convertible Securities shall be eligible to participate in such selection for
redemption only if such holder properly converts, exchanges or exercises such
Convertible Securities on or prior to the record date referred to in clause (i)
of this sentence, and a statement as to what, if anything, such holder will be
entitled to receive pursuant to the terms of such Convertible Securities or, if
applicable, this Section 7 if such holder thereafter converts, exchanges or
exercises such Convertible Securities and (viii) a statement that the
Corporation will not be required to register

                                      2-14
<PAGE>

a transfer of any shares of PCS Group Common Stock for a period of 15 Trading
Days next preceding the date referred to in clause (i) of this sentence.
Promptly following the date referred to in clause (i) of the preceding
sentence, but not earlier than 40 Trading Days nor later than 50 Trading Days
following the consummation of such Disposition, the Corporation shall cause a
notice to be given to each holder of record of shares of PCS Group Common Stock
to be redeemed setting forth (i) the number of shares of PCS Group Common Stock
held by such holder to be redeemed, (ii) a statement that such shares of PCS
Group Common Stock shall be redeemed, (iii) the Redemption Date, (iv) the kind
and per share amount of cash and/or securities or other property to be received
by such holder with respect to each share of PCS Group Common Stock to be
redeemed, including details as to the calculation thereof, (v) the place or
places where stock certificates for shares of PCS Group Common Stock, properly
endorsed or assigned for transfer (unless the Corporation shall waive such
requirement), are to be surrendered for delivery of such cash and/or securities
or other property, (vi) if applicable, a statement to the effect that the
shares being redeemed may no longer be transferred on the stock transfer books
of the Corporation after the Redemption Date and (vii) a statement to the
effect that, subject to paragraph (i) of this Section 7.4, dividends on such
shares of PCS Group Common Stock shall cease to be paid as of the Redemption
Date. Such notices shall be sent by first-class mail, postage prepaid, to each
such holder at such holder's address as the same appears on the stock transfer
books of the Corporation.

   (e) If the Corporation determines to convert the PCS Group Common Stock
pursuant to Section 7.1(a)(2), Section 7.1(c) or Section 7.1(d), as the case
may be, the Corporation shall, not earlier than the 45th Trading Day and not
later than the 35th Trading Day prior to the Conversion Date, cause notice to
be given to each holder of shares of PCS Group Common Stock and to each holder
of Convertible Securities that are convertible into or exchangeable or
exercisable for shares of PCS Group Common Stock (unless alternate provision
for such notice to the holders of such Convertible Securities is made pursuant
to the terms of such Convertible Securities) setting forth (i) a statement that
all outstanding shares of PCS Group Common Stock shall be converted, (ii) the
Conversion Date (which, in the case of a conversion after a Disposition, shall
not be more than 85 Trading Days following the consummation of such
Disposition), (iii) the per share number of shares of Common Stock (or Series 2
Common Stock, if applicable) or another class or series of common stock of the
Corporation, as the case may be, to be received with respect to each share of
PCS Group Common Stock, including details as to the calculation thereof, (iv)
the place or places where stock certificates for shares of PCS Group Common
Stock, properly endorsed or assigned for transfer (unless the Corporation shall
waive such requirement), are to be surrendered for delivery of stock
certificates for shares of Common Stock (or Series 2 Common Stock, if
applicable) or another class or series of common stock of the Corporation, as
the case may be, (v) the number of outstanding shares of PCS Group Common Stock
and the number of shares of PCS Group Common Stock into or for which
outstanding Convertible Securities are then convertible, exchangeable or
exercisable and the conversion, exchange or exercise price thereof, (vi) a
statement to the effect that, subject to paragraph (i) of this Section 7.4,
dividends on such shares of PCS Group Common Stock shall cease to be paid as of
such Conversion Date and (vii) in the case of notice to holders of such
Convertible Securities, a statement to the effect that a holder of such
Convertible Securities shall be entitled to receive shares of common stock upon
such conversion only if such holder properly converts, exchanges or exercises
such Convertible Securities on or prior to such Conversion Date and a statement
as to what, if anything, such holder will be entitled to receive pursuant to
the terms of such Convertible Securities or, if applicable, this Section 7.4 if
such holder thereafter converts, exchanges or exercises such Convertible
Securities. Such notice shall be sent by first-class mail, postage prepaid, to
each such holder at such holder's address as the same appears on the stock
transfer books of the Corporation.

   (f) If the Corporation determines to redeem shares of PCS Group Common Stock
pursuant to Section 7.2, the Corporation shall cause notice to be given to each
holder of shares of PCS Group Common Stock to be redeemed and to each holder of
Convertible Securities that are convertible into or exchangeable or exercisable
for shares of such class of PCS Group Common Stock (unless alternate provision
for such notice to the holders of such Convertible Securities is made pursuant
to the terms of such Convertible Securities), setting forth (i) a statement
that all shares of PCS Group Common Stock outstanding on the Redemption Date
shall be redeemed in exchange for shares of common stock of the PCS Group
Subsidiary, (ii) the Redemption Date, (iii) the

                                      2-15
<PAGE>

Outstanding PCS Fraction on the date of such notice, (iv) the place or places
where stock certificates for shares of PCS Group Common Stock to be redeemed,
properly endorsed or assigned for transfer (unless the Corporation shall waive
such requirement), are to be surrendered for delivery of stock certificates for
shares of the PCS Group Subsidiaries, (v) a statement to the effect that,
subject to paragraph (i) of this Section 7.4, dividends on such shares of PCS
Group Common Stock shall cease to be paid as of such Redemption Date, (vi) the
number of shares of PCS Group Common Stock outstanding and the number of shares
of PCS Group Common Stock into or for which outstanding Convertible Securities
are then convertible, exchangeable or exercisable and the conversion, exchange
or exercise price thereof and (vii) in the case of notice to holders of
Convertible Securities, a statement to the effect that a holder of Convertible
Securities shall be entitled to receive shares of common stock of the PCS Group
Subsidiary upon redemption only if such holder properly converts, exchanges or
exercises such Convertible Securities on or prior to the Redemption Date and a
statement as to what, if anything, such holder will be entitled to receive
pursuant to the terms of such Convertible Securities or, if applicable, this
Section 7 if such holder thereafter converts, exchanges or exercises such
Convertible Securities. Such notice shall be sent by first-class mail, postage
prepaid, not less than 30 Trading Days nor more than 45 Trading Days prior to
the Redemption Date to each such holder at such holder's address as the same
appears on the stock transfer books of the Corporation. If any shares of Series
2 PCS Stock are outstanding immediately prior to the Redemption Date, then the
notice provided to each holder of Series 2 PCS Stock pursuant to this Section
7.4(f) will also indicate that such holders of shares of Series 2 PCS Stock
outstanding immediately prior to the Redemption Date shall receive on a per
share basis, pursuant to such redemption, shares of common stock of such PCS
Group Subsidiary with Voting Power equivalent to such shares received by
holders of Series 1 PCS Stock.

   (g) If less than all of the outstanding shares of PCS Group Common Stock are
to be redeemed pursuant to Section 7.1(a)(1), then the shares to be redeemed by
the Corporation shall be selected from among the holders of shares of PCS Group
Common Stock outstanding at the close of business on the record date for such
redemption on a pro rata basis among each class or series of PCS Group Common
Stock (including pro rata among all holders of Series 2 PCS Stock) or, if
Series 2 PCS Stock is no longer outstanding, by lot or such other method as may
be determined by the Board of Directors of the Corporation to be equitable.

   (h) The Corporation shall not be required to issue or deliver fractional
shares of any capital stock or of any other securities to any holder of PCS
Group Common Stock upon any conversion, redemption, dividend or other
distribution pursuant to this Section 7. If more than one share of PCS Group
Common Stock shall be held at the same time by the same holder, the Corporation
may aggregate the number of shares of any capital stock that shall be issuable
or any other securities or property that shall be distributable to such holder
upon any conversion, redemption, dividend or other distribution (including any
fractional shares). If there are fractional shares of any capital stock or of
any other securities remaining to be issued or distributed to the holders of
PCS Group Common Stock, the Corporation shall, if such fractional shares are
not issued or distributed to the holder, pay cash in respect of such fractional
shares in an amount equal to the Fair Value thereof on the fifth Trading Day
prior to the date such payment is to be made (without interest). For purposes
of the preceding sentence only, "Fair Value" of any fractional share means (i)
in the case of any fraction of a share of capital stock of the Corporation, the
product of such fraction and the Market Value of one share of such capital
stock and (ii) in the case of any other fractional security, such value as is
determined by the Board of Directors.

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

                                      2-16
<PAGE>

   (j) Before any holder of PCS Group Common Stock shall be entitled to receive
any cash payment and/or certificates or instruments representing shares of any
capital stock and/or other securities or property to be distributed to such
holder with respect to such shares of PCS Group Common Stock pursuant to this
Section 7, such holder shall surrender at such place as the Corporation shall
specify stock certificates for such shares of PCS Group Common Stock, properly
endorsed or assigned for transfer (unless the Corporation shall waive such
requirement). The Corporation shall as soon as practicable after receipt of
stock certificates representing such shares of PCS Group Common Stock deliver
to the person for whose account such shares of PCS Group Common Stock were so
surrendered, or to such person's nominee or nominees, the cash and/or the
certificates or instruments representing the number of whole shares of the kind
of capital stock and/or other securities or property to which such person shall
be entitled as aforesaid, together with any payment in respect of fractional
shares contemplated by Section 7.4(h), in each case without interest. If less
than all of the shares of PCS Group Common Stock represented by any one stock
certificate are to be redeemed or converted, then the Corporation shall issue
and deliver a new stock certificate for the shares of PCS Group Common Stock
not redeemed.

   (k) From and after any applicable Conversion Date or Redemption Date, as the
case may be, all rights of a holder of shares of PCS Group Common Stock that
were converted or redeemed shall cease except for the right, upon surrender of
the stock certificates representing such shares of PCS Group Common Stock as
required by Section 7.4(j), to receive the cash and/or the certificates or
instruments representing shares of the kind of capital stock and/or other
securities or property for which such shares were converted or redeemed,
together with any payment in respect of fractional shares contemplated by
Section 7.4(h) and rights to dividends as provided in Section 7.4(i), in each
case without interest. Subject to the next sentence, any holder of a stock
certificate that immediately prior to the applicable Conversion Date or
Redemption Date represented shares of PCS Group Common Stock shall not be
entitled to receive any dividend or other distribution or interest payment with
respect to shares of any kind of capital stock or other security or instrument
for which PCS Group Common Stock was converted or redeemed until the surrender
as required by this Section 7 of such stock certificate in exchange for a
certificate or certificates or instrument or instruments representing such
capital stock or other security. Upon such surrender, there shall be paid to
the holder the amount of any dividends or other distributions (without
interest) which theretofore became payable on any class of capital stock of the
Corporation as of a record date after the Conversion Date or Redemption Date,
but that were not paid by reason of the foregoing, with respect to the number
of whole shares of the kind of capital stock represented by the stock
certificate or certificates issued upon such surrender. From and after a
Conversion Date or Redemption Date, the Corporation shall, however, be entitled
to treat the stock certificates for PCS Group Common Stock that have not yet
been surrendered for conversion or redemption as evidencing the ownership of
the number of whole shares of the kind or kinds of capital stock of the
Corporation for which the shares of PCS Group Common Stock represented by such
stock certificates shall have been converted or redeemed, notwithstanding the
failure to surrender such stock certificates.

   (l) The Corporation shall pay any and all documentary, stamp or similar
issue or transfer taxes that may be payable in respect of the issuance or
delivery of any shares of capital stock and/or other securities upon conversion
or redemption of shares of PCS Group Common Stock pursuant to this Section 7.
The Corporation shall not, however, be required to pay any tax that may be
payable in respect of any transfer involved in the issuance or delivery of any
shares of capital stock and/or other securities in a name other than that in
which the shares of PCS Group Common Stock so converted or redeemed were
registered, and no such issuance or delivery shall be made unless and until the
person requesting such issuance or delivery has paid to the Corporation the
amount of any such tax or has established to the satisfaction of the
Corporation that such tax has been paid.

   (m) Neither the failure to mail any notice required by this Section 7.4 to
any holder of PCS Group Common Stock or of Convertible Securities nor any
defect therein shall affect the sufficiency of any notice given to any other
holder of outstanding shares of PCS Group Common Stock or of Convertible
Securities or the validity of any such conversion or redemption.

                                      2-17
<PAGE>

   (n) The Board of Directors may establish such rules and requirements to
facilitate the effectuation of the transactions contemplated by this Section 7
as the Board of Directors shall determine to be appropriate.

   7.5 Automatic Conversion of Series 2 PCS Stock and Series 2 Common Stock.

   7.5.1. Below One Percent Voting Power. If the total number of Converted
Votes represented by the aggregate number of issued and outstanding shares of
Series 2 PCS Stock or Series 2 Common Stock, as the case may be, is below one
percent of the outstanding Voting Power of the Corporation for more than 90
consecutive days, then each outstanding share of Series 2 PCS Stock or Series 2
Common Stock will automatically convert (without the payment of any
consideration) into one duly issued, fully paid and nonassessable share of
Series 1 PCS Stock or Common Stock, respectively, such conversion to take place
on the 90th day following the Conversion Trigger Date.

   7.5.2. Certain Transfers. Upon any Transfer of shares of Series 2 PCS Stock
or Series 2 Common Stock, as the case may be (other than a Transfer to a Cable
Holder) each such share so Transferred shall automatically convert (without the
payment of any consideration) into one duly issued, fully paid and
nonassessable share of Series 1 PCS Group Common Stock or Common Stock,
respectively, as of the date of such Transfer.

   7.5.3. Exchange of Stock Certificates; Effect of Automatic Conversion of All
Series 2 PCS Stock.  (a) Immediately upon the conversion of shares of Series 2
PCS Stock (or, if applicable, Series 2 Common Stock) into shares of Series 1
PCS Stock (or, if applicable, Common Stock), pursuant to this Section 7 (such
shares so converted hereinafter referred to as the "Converted Series Shares"),
the rights of the holders of such Converted Series Shares, as such, shall cease
and the holders thereof shall be treated for all purposes as having become the
record owners of the shares of Series 1 PCS Group Common Stock or Common Stock,
as the case may be, issuable upon such conversion (the "Newly Issued Shares");
provided that such Persons shall be entitled to receive when paid any dividends
declared on the Converted Series Shares as of a record date preceding the time
the Converted Series Shares were converted (the "Series Conversion Time") and
unpaid as of the Series Conversion Time. If the stock transfer books of the
Corporation shall be closed at the Series Conversion Time, such Person or
Persons shall be deemed to have become such holder or holders of record of the
Newly Issued Shares at the opening of business on the next succeeding day on
which such stock transfer books are open.

   (b) As promptly as practicable after the Series Conversion Time, upon the
delivery to the Corporation of the stock certificates formerly representing
Converted Series Shares, the Corporation shall deliver or cause to be
delivered, to or upon the written order of the record holder of such stock
certificates, a stock certificate or certificates representing the number of
duly issued, fully paid and nonassessable Newly Issued Shares into which the
Converted Series Shares formerly represented by such stock certificates have
been converted in accordance with the provisions of this Section 7.5.

   (c) The Corporation shall pay any and all documentary, stamp or similar
issue or transfer taxes that may be payable in respect of the issue or delivery
of Newly Issued Shares upon the conversion of Converted Series Shares pursuant
to this Section 7.5; provided that the 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 Newly Issued Shares in a name other than
that of the registered holder of shares 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 the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

   (d) The Corporation shall at all times reserve and keep available, out of
the aggregate of its authorized but unissued Series 1 PCS Stock, authorized but
unissued Common Stock, issued Series 1 PCS Stock held in its treasury and
issued Common Stock held in its treasury, for the purpose of effecting the
conversion of the Series 2 PCS Stock or Series 2 Common Stock, as the case may
be, contemplated hereby, the full number of shares of Series 1 PCS Stock and
Common Stock then deliverable upon the conversion of all outstanding shares of

                                      2-18
<PAGE>

Series 2 PCS Stock or Series 2 Common Stock, as the case may be, and the full
number of shares of Series 2 PCS Stock the Cable Holders are permitted to
acquire under the Restructuring Agreement and the Cable Holder Standstill
Agreements.

   Section 8. Application of the Provisions of ARTICLE SIX.

   8.1. Certain Determinations of the Board of Directors. In addition to the
determinations regarding Preferred Stock to be made by the Board of Directors
as provided by Section 9.2, the Board of Directors shall make such
determinations (i) with respect to the assets and liabilities to be attributed
to the Business Groups (in accordance with the definitions of "PCS Group" and
"WorldCom Group" set forth in ARTICLE SIX, Section 10), (ii) with respect to
the application of the provisions of this ARTICLE SIX to transactions to be
engaged in by the Corporation and (iii) as may be or become necessary or
appropriate to the exercise of the powers, preferences and relative,
participating, optional and other special rights of the classes or series of
Corporation Common Stock, including, without limiting the foregoing, the
determinations referred to in the following paragraphs (a), (b), (c) and (d) of
this Section 8.1. A record of any such determination shall be filed with the
Secretary of the Corporation to be kept with the records of the actions of the
Board of Directors.

   (a) Upon any acquisition by the Corporation or its Subsidiaries of any
assets or business, or any assumption of liabilities, outside of the ordinary
course of business of the WorldCom Group or the PCS Group, as the case may be,
the Board of Directors shall determine whether such assets, business and
liabilities (or an interest therein) shall be for the benefit of the WorldCom
Group or the PCS Group or that an interest therein shall be partly for the
benefit of the WorldCom Group and partly for the benefit of the PCS Group and,
accordingly, shall be attributed to the WorldCom Group or the PCS Group, or
partly to each, in accordance with the definitions of "PCS Group," "WorldCom
Group," and "Number Of Shares Issuable With Respect To The WorldCom Group
Intergroup Interest" set forth in ARTICLE SIX, Section 10.

   (b) Upon any issuance of any shares of PCS Group Common Stock at a time when
the Number Of Shares Issuable With Respect To The WorldCom Group Intergroup
Interest is more than zero, the Board of Directors shall determine, based on
the use of the proceeds of such issuance and any other relevant factors,
whether all or any part of the shares of PCS Group Common Stock so issued
should reduce the Number Of Shares Issuable With Respect To The WorldCom Group
Intergroup Interest and the Number Of Shares Issuable With Respect To The
WorldCom Group Intergroup Interest shall be adjusted accordingly.

   (c) Upon any issuance by the Corporation or any Subsidiary thereof of any
Convertible Securities that are convertible into or exchangeable or exercisable
for shares of PCS Group Common Stock, if at the time such Convertible
Securities are issued the Number Of Shares Issuable With Respect To The
WorldCom Group Intergroup Interest is greater than zero, the Board of Directors
shall determine whether, upon conversion, exchange or exercise thereof, the
issuance of shares of PCS Group Common Stock pursuant thereto shall, in whole
or in part, reduce the Number Of Shares Issuable With Respect To The WorldCom
Group Intergroup Interest, taking into consideration the use of the proceeds of
such issuance of Convertible Securities in the business of the WorldCom Group
or the PCS Group and any other relevant factors.

   (d) Upon any redemption or repurchase by the Corporation or any Subsidiary
thereof of shares of any Preferred Stock of any class or series or of other
securities or debt obligations of the Corporation, if some of such shares,
other securities or debt obligations were attributed to the WorldCom Group and
some of such shares, other securities or debt obligations were attributed to
the PCS Group, the Board of Directors shall determine which, if any, of such
shares, other securities or debt obligations redeemed or repurchased shall be
attributed to the WorldCom Group and which, if any, of such shares, other
securities or debt obligations shall be attributed to the PCS Group and,
accordingly, how many of the shares of such series of Preferred Stock or of
such other securities, or how much of such debt obligations, that remain
outstanding, if any, continue to be attributed to the WorldCom Group or to the
PCS Group.

                                      2-19
<PAGE>

   8.2. Sources of Dividends and Distributions; Uses of Proceeds of Share
Issuances. Notwithstanding the attribution of properties or assets of the
Corporation to the WorldCom Group or the PCS Group as provided in the
definitions of such terms in ARTICLE SIX, Section 10, the Board of Directors
(i) may cause dividends or distributions or other payments to the holders of
any class or series of Corporation Common Stock or any class or series of
Preferred Stock to be made out of the properties or assets attributed to any
Business Group, subject, however, to any contrary term of any class or series
of Preferred Stock fixed in accordance with ARTICLE SIX, Section 9, and (ii)
may cause the proceeds of issuance of any shares of Corporation Common Stock or
any class or series of Preferred Stock, to whichever Business Group attributed
in accordance with ARTICLE SIX, Section 10, to be used in the business of, and
to be attributed to, either the WorldCom Group or the PCS Group in accordance
with the definitions of "PCS Group," "WorldCom Group," and "Number Of Shares
Issuable With Respect To The WorldCom Group Intergroup Interest" in ARTICLE
SIX, Section 10.

   8.3. Certain Determinations Not Required. Notwithstanding the foregoing
provisions of this Section 8, the provisions of ARTICLE SIX, Section 10 or any
other provision of this ARTICLE SIX, at any time when there are not outstanding
both (i) one or more shares of WorldCom Group Common Stock or Convertible
Securities convertible into or exchangeable or exercisable for WorldCom Group
Common Stock and (ii) one or more shares of PCS Group Common Stock or
Convertible Securities convertible into or exchangeable or exercisable for PCS
Group Common Stock, the Board of Directors need not (A) attribute any of the
assets or liabilities of the Corporation or any of its Subsidiaries to the
WorldCom Group or the PCS Group, (B) make any determination required in
connection therewith or (C) make any of the determinations otherwise required
by this ARTICLE SIX, and in such circumstances the holders of the shares of
WorldCom Group Common Stock or PCS Group Common Stock outstanding, as the case
may be, shall (unless otherwise specifically provided by these Articles of
Incorporation) be entitled to all the voting powers, preferences, optional or
other special rights of such classes of Corporation Common Stock without
differentiation between the WorldCom Group Common Stock and the PCS Group
Common Stock and any provision of this ARTICLE SIX to the contrary shall no
longer be in effect or operative and the Board of Directors may cause these
Articles of Incorporation to be amended as permitted by law to delete such
provisions as are no longer operative or of further effect.

   8.4. Emergency Use of Business Group Assets. Notwithstanding the foregoing
provisions of this Section 8 or any other provision of ARTICLE SIX, the Board
of Directors may transfer assets or properties from one Business Group to
another on such other basis as the Board of Directors shall determine,
consistent with its fiduciary duties to the Corporation and the holders of all
classes and series of the Corporation Common Stock; provided that the Board of
Directors determines (i) that such transfer on such basis should be made to
prevent or mitigate material adverse consequences that would fundamentally
affect the transferee Business Group, (ii) that the benefit of such transfer on
such basis to the transferee Business Group is to materially exceed any adverse
effect of such transfer to the transferor Business Group, and (iii) that such
transfer on such basis is in the best interest of the Corporation as a whole
after giving fair consideration to the potentially divergent interests of the
holders of the separate classes of Corporation Common Stock.

   8.5. Board Determinations Binding. Subject to applicable law, any
determinations made in good faith by the Board of Directors of the Corporation
under any provision of this Section 8 or otherwise in furtherance of the
application of this ARTICLE SIX shall be final and binding on all shareholders.

   Section 9. Preferred Stock.

   9.1. General. The Preferred Stock may be issued from time to time in one or
more series, each of such series to have such voting powers (full or limited or
without voting powers) designation, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof as are stated and expressed herein, or in a resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors as hereinafter provided.

                                      2-20
<PAGE>

   9.2. Designation Powers of Board of Directors. The Corporation, acting
through its Board of Directors, without action by the shareholders, may, from
time to time by resolution and upon the filing of such certificate or articles
of amendment as may be required by the GBCC as then in effect, and subject to
the provisions of this ARTICLE SIX, create one or more series of Preferred
Stock and, with respect to each series, fix or alter as permitted by law, by
resolution or resolutions providing for the issue of such series (including,
without limitation, the Series B Preferred Stock, the Third Series, the Fifth
Series, the Seventh Series and the Eighth Series):

   (a) the number of shares to constitute such series and the distinctive
designation thereof;

   (b) the dividend rate on the shares of such series, the dividend payment
dates, the periods in respect of which dividends are payable ("dividend
periods"), whether such dividends shall be cumulative, and if cumulative, the
date or dates from which dividends shall accumulate;

   (c) whether or not the shares of such series shall be redeemable, and, if
redeemable, on what terms, including the redemption prices which the shares of
such series shall be entitled to receive upon the redemption thereof;

   (d) whether or not the shares of such series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement and, if such retirement or sinking
fund or funds be established, the annual amount thereof and the terms and
provisions relative to the operation thereof;

   (e) whether or not the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series
of the same or any other class or classes of stock of the Corporation and the
conversion price or prices or rate or rates, or the rate or rates at which such
exchange may be made, with such adjustments, if any, as shall be stated and
expressed or provided in such resolution or resolutions;

   (f) the voting power, if any, of the shares of such series; and

   (g) such other terms, conditions, special rights and protective provisions
as the Board of Directors may deem advisable.

   9.3. General Rules as to Dividends. Except as expressly set forth in Section
9.9.4, no dividend shall be declared and set apart for payment on any series of
Preferred Stock in respect of any dividend period unless there shall likewise
be or have been paid, or declared and set apart for payment, on all shares of
Preferred Stock of each other series entitled to cumulative dividends at the
time outstanding which rank equally as to dividends with the series in
question, dividends ratably in accordance with the sums which would be payable
on the said shares through the end of the last preceding dividend period if all
dividends were declared and paid in full.

   9.4. General Rules as to Liquidation. If upon any dissolution of the
Corporation, the assets of the Corporation distributable among the holders of
any one or more series of Preferred Stock which are (i) entitled to a
preference over the holders of the Corporation Common Stock upon such
dissolution, and (ii) rank equally in connection with any such distribution,
shall be insufficient to pay in full the preferential amount to which the
holders of such shares shall be entitled, then such assets, or the proceeds
thereof, shall be distributed among the holders of each such series of the
Preferred Stock ratably in accordance with the sums which would be payable on
such distribution if all sums payable were discharged in full.

   9.5. General Rules as to Redemption. In the event that the Preferred Stock
of any series shall be redeemable, then, at the option of the Board of
Directors, the Corporation may at such time or times as may be specified by the
Board of Directors as provided in ARTICLE SIX, Section 9.2(c) redeem all, or
any number less than all, of the outstanding shares of such series at the
redemption price thereof and on the other terms fixed herein or by the Board of
Directors as provided in ARTICLE SIX, Section 9.2(c).

                                      2-21
<PAGE>

   9.6. Intentionally Omitted.

   9.7. Attribution of Preferred Stock to Groups. As of the Effective Time, the
outstanding shares of Third Series, Fifth Series and Series B Preferred Stock
shall be attributed entirely to the WorldCom Group and the outstanding shares
of the Seventh Series and Eighth Series shall be attributed entirely to the PCS
Group. Upon any issuance of any shares of Preferred Stock of any series after
the Effective Time, the Board of Directors shall attribute for purposes of this
ARTICLE SIX the shares so issued entirely to the WorldCom Group or entirely to
the PCS Group or partly to the WorldCom Group and partly to the PCS Group in
such proportion as the Board of Directors shall determine and, further, in case
of the issuance of shares of Preferred Stock that are exchangeable or
exercisable for PCS Group Common Stock, if at the time such shares of Preferred
Stock are issued the Number Of Shares Issuable With Respect To The WorldCom
Group Intergroup Interest shall be greater than zero, then the Board of
Directors shall also determine what portion (which may be some, all or none) of
such shares of Preferred Stock shall reduce the Number Of Shares Issuable With
Respect To The WorldCom Group Intergroup Interest, taking into consideration
the use of the proceeds of such issuance of shares of Preferred Stock in the
business of the WorldCom Group or the PCS Group and any other relevant factors.
Upon any redemption or repurchase of shares of Preferred Stock, the Board of
Directors shall determine the proper attribution thereof in accordance with
ARTICLE SIX, Section 8.1(d). Notwithstanding any such attribution of shares of
Preferred Stock to the WorldCom Group or the PCS Group, any dividends or
distributions or other payments which are made by the Corporation on such
shares of Preferred Stock may be made, and as required by the preferences and
relative, participating, optional or other special rights thereof shall be
made, out of any of the properties or assets of the Corporation, regardless of
the Business Group to which such properties or assets are attributed in
accordance with the definitions of "WorldCom Group" and "PCS Group" set forth
in ARTICLE SIX, Section 10, except as otherwise provided by the resolution of
the Board of Directors fixing the preferences and relative, participating,
optional or other special rights of a series of Preferred Stock.

   9.8. Series B Convertible Preferred Stock.

   9.8.1. Designation; Amount and Rank. There shall be 15,000,000 shares of
Preferred Stock designated as Series B Preferred Stock. The Series B Preferred
Stock, with respect to dividend rights and rights upon liquidation, winding up
and dissolution, rank:

   (a) senior to the Third Series, Seventh Series, Eighth Series and to all
classes of Corporation Common Stock and to each other class of capital stock or
series of Preferred Stock established hereafter by the Board of Directors, the
terms of which do not expressly provide that it ranks senior to, or on a parity
with, the Series B Preferred Stock as to dividend rights or rights upon
liquidation, winding up and dissolution;

   (b) on a parity with the Fifth Series and each other class of capital stock
or series of Preferred Stock established hereafter by the Board of Directors,
the terms of which expressly provide that such class or series will rank on a
parity with the Series B Preferred Stock as to dividend rights or rights upon
liquidation, winding up and dissolution; and

   (c) junior to each other class of capital stock or series of Preferred Stock
established hereafter by the Board of Directors, the terms of which expressly
provide that such class or series will rank senior to the Series B Preferred
Stock as to dividend rights or rights upon liquidation, winding up and
dissolution.

   9.8.2. Dividends. (a) The holders of Series B Preferred Stock shall be
entitled to receive, when and as declared, out of the funds legally available
for that purpose, dividends per share of Series B Preferred Stock at the rate
of $0.0775 per annum, payable when and as the Board of Directors may determine,
in cash, before any dividends shall be set apart for or paid upon the
Corporation Common Stock or any stock ranking as to dividends junior to the
Series B Preferred Stock (collectively, and for purposes only of this Section
9.8, "Junior Stock") in any year. All dividends declared upon Series B
Preferred Stock shall be declared pro rata per share and shall be payable to
holders of record as they appear on the stock transfer books of the Corporation
on such

                                      2-22
<PAGE>

record dates as shall be fixed by the Board of Directors. The Board of
Directors shall not be required to declare any dividends on the Series B
Preferred Stock and the failure to declare any such dividends shall not
constitute a default or otherwise vest the holders of Series B Preferred Stock
with any right, other than the right to receive amounts in respect of accrued
but unpaid dividends pursuant to Sections 9.8.3, 9.8.5 and 9.8.7 hereof.

   (b) Dividends on the Series B Preferred Stock shall be cumulative and shall
accrue on a daily basis, whether or not in any fiscal year there shall be net
profits or surplus available for the payment of dividends in such fiscal year,
so that if in any fiscal year or years, dividends in whole or in part are not
paid upon the Series B Preferred Stock, unpaid dividends shall accumulate as
against the holders of the Junior Stock. Accrued but unpaid dividends shall not
bear interest.

   (c) Dividends (or amounts equal to accrued and unpaid dividends) payable on
the shares of Series B Preferred Stock shall be computed on the basis of a 360-
day year of twelve 30-day months.

   (d) The Corporation shall not set apart for or pay upon the Corporation
Common Stock any Extraordinary Cash Dividend unless, at the same time, the
Corporation shall have set apart for or paid upon all shares of Series B
Preferred Stock an amount of cash per share of Series B Preferred Stock equal
to the Extraordinary Cash Dividend that would have been paid in respect of such
share if the holder of such share had converted such share into shares of
Corporation Common Stock pursuant to Section 9.8.5 immediately prior to the
record date for such Extraordinary Cash Dividend.

   "Extraordinary Cash Dividend" means, with respect to any cash dividend or
distribution paid on any date, the amount, if any, by which all cash dividends
and cash distributions on the Corporation Common Stock paid during the
consecutive 12-month period ending on and including such date exceeds, on a per
share of Corporation Common Stock basis, 10% of the average daily closing price
of the Corporation Common Stock over such 12-month period.

   9.8.3. Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of Junior Stock unless, prior
thereto, the holders of the Series B Preferred Stock shall have received $1.00
per share, plus an amount equal to unpaid dividends thereon, including accrued
dividends, whether or not declared, to the date of such payment and subject to
the payment in full of all amounts required to be distributed to the holders of
any other Preferred Stock of the Corporation ranking on liquidation prior and
in preference to the Series B Preferred Stock (such stock, for purposes only of
this Section 9.8, "Senior Stock") or (ii) to the holders of stock ranking on a
parity, either as to dividends or upon liquidation, with the Series B Preferred
Stock, except distributions made ratably on the Series B Preferred Stock and
all other such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation. In the event the
assets of the Corporation available for distribution to the holders of the
shares of the Series B Preferred Stock upon any dissolution, liquidation or
winding up of the Corporation shall be insufficient to pay in full the
liquidation payments payable to the holders of outstanding shares of the Series
B Preferred Stock and the holders of any shares ranking on a parity with the
Series B Preferred Stock, then the holders of all such shares of the Series B
Preferred Stock shall share ratably in such distribution of assets in
accordance with the amount which would be payable on such distribution if the
amounts to which the holders of outstanding shares of the Series B Preferred
Stock and the holders of outstanding shares of such shares of parity stock are
entitled were paid in full.

   (b) The merger or consolidation of the Corporation into or with another
company, the merger or consolidation of any other company into or with the
Corporation, or the sale, conveyance, mortgage, pledge or lease of all or
substantially all the assets of the Corporation shall not be deemed to be a
liquidation, dissolution or winding up of the Corporation for purposes of this
Section 9.8.3.

   9.8.4. Voting. (a) Each issued and outstanding share of Series B Preferred
Stock shall be entitled to one vote per share with respect to any and all
matters presented to the shareholders of the Corporation for their action or
consideration. Except as provided by law and by the provisions of 9.8.4(b)
below, holders of Series B

                                      2-23
<PAGE>

Preferred Stock shall vote together with the holders of all other classes or
series of capital stock that have general voting power on all such matters as a
single class.

   (b) The Corporation shall not amend, alter or repeal the preferences,
special rights or other powers or terms of the Series B Preferred Stock so as
to affect adversely the Series B Preferred Stock, without the written consent
or affirmative vote of the holders of at least a majority of the then
outstanding aggregate number of shares of Series B Preferred Stock, given in
writing or by vote at a meeting, consenting or voting , as the case may be,
separately as a class. For this purpose, the authorization or issuance of any
series of preferred stock with preference or priority over, or being on a
parity with the Series B Preferred Stock as to the right to receive either
dividends or amounts distributable upon liquidation, dissolution or winding up
of the Corporation shall not be deemed to affect adversely the Series B
Preferred Stock.

   9.8.5. Optional Conversion. (a) Each share of Series B Preferred Stock may
be converted at any time, unless previously redeemed, at the option of the
holder thereof, in the manner hereinafter provided, into fully paid and
nonassessable shares of Common Stock at the rate of 0.1460868 shares (or an
effective initial conversion price of $6.845 per share of Common Stock) of
Common Stock for each share of Series B Preferred Stock surrendered for
conversion, or at such other rate as may then be effective following adjustment
pursuant to Section 9.8.6 hereof (the "Series B Conversion Rate").

   (b) The Corporation shall not issue fractions of shares of Common Stock upon
conversion of Series B Preferred Stock or scrip in lieu thereof. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 9.8.5(b), be issuable upon conversion of any Series B Preferred Stock,
the Corporation shall in lieu thereof at the election of the Corporation,
either (i) sell such fractional share, as agent for the person entitled
thereto, and distribute the proceeds of such sale, net of any discounts,
commissions, fees or expenses associated with such sale, to such person, all in
accordance with all applicable rules under the Securities Act, or (ii) pay to
the person entitled thereto an amount in cash equal to the current value of
such fraction, calculated to the nearest one-hundredth (1/100) of a share, to
be computed (A) if the Common Stock is listed on any national securities
exchange or NASDAQ, on the basis of the last sales price (or the quoted closing
bid price if there shall have been no sales) of the Common Stock on such
exchange or NASDAQ (as the case may be) on the date of conversion, (B) if the
Common Stock is not so listed, on the basis of the mean between the closing bid
and asked prices for the Common Stock on the date of conversion as reported by
NASDAQ, or its successor, or (C) if the Common Stock is not so listed and if
there are no such closing bid and asked prices, on the basis of the fair market
value per share as determined by the Board of Directors.

   (c) In order to exercise the conversion privilege, the holder of any Series
B Preferred Stock to be converted shall surrender his, her or its stock
certificate or certificates therefore to the principal office of the transfer
agent for the Series B Preferred Stock (or if no transfer agent be at the time
appointed, then to the Corporation at its principal office), and shall give
written notice to the Corporation at such office that the holder elects to
convert the Series B Preferred Stock represented by such stock certificates, or
any number thereof. Such notice shall also state the name or names (with
address) in which the certificate or certificates for shares of Common Stock
that shall be issuable on such conversion shall be issued. If so required by
the Corporation, stock certificates surrendered for conversion shall be
endorsed or accompanied by written instrument or instruments of transfer, in
form satisfactory to the Corporation. The date of receipt by the transfer agent
(or by the Corporation if the Corporation serves as its own transfer agent) of
the stock certificates and notice shall be the conversion date (the "Series B
Conversion Date"). As soon as practicable after receipt of such notice and the
surrender of the stock certificate or certificates for Series B Preferred Stock
as aforesaid, the Corporation shall cause to be issued and delivered to such
holder, or on such holder's written order, a stock certificate or certificates
for the number of full shares of Common Stock issuable on such conversion in
accordance with the provisions hereof and cash as provided in Section 9.8.5(b)
in respect of any fraction of a share of Common Stock otherwise issuable upon
such conversion.

   (d) The Corporation shall at all times when the Series B Preferred Stock
shall be outstanding reserve and keep available out of its authorized but
unissued stock, for the purposes of effecting the conversion of the

                                      2-24
<PAGE>

Series B Preferred Stock, such number of its duly authorized shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding Series B Preferred Stock.

   (e) Shares of Series B Preferred Stock may not be converted after the close
of business on the Business Day preceding the date fixed for redemption of such
shares pursuant to Section 9.8.7.

   (f) Upon any such conversion, the Corporation shall pay, out of funds
legally available therefor, to the person entitled thereto an amount equal to
all accrued but unpaid dividends to, but not including, the Series B Conversion
Date in respect of the shares of Series B Preferred Stock surrendered for
conversion, which amount shall be payable, at the election of the Corporation,
in cash or shares of Common Stock. In the event the Corporation elects to pay
such amount in shares of Common Stock, the number of shares of Common Stock to
be issued in respect of unpaid dividends on each share of Series B Preferred
Stock surrendered for conversion shall, subject to Section 9.8.5(b), be
determined by dividing (x) the total amount of accrued but unpaid dividends to
be paid on each such share of Series B Preferred Stock by (y) the Fair Market
Value of a share of Common Stock. For purposes hereof, the term "Fair Market
Value" shall mean:

   (i) if the Common Stock is listed on any national securities exchange or
NASDAQ, the average of the last sales price (or the quoted closing bid price if
there shall have been no sales) of the Common Stock on such exchange or NASDAQ
(as the case may be) for a period of 30 Trading Days prior to the Series B
Conversion Date;

   (ii) if the Common Stock is not so listed, on the basis of the average of
the mean between the closing bid and asked prices for the Common Stock for each
day in the 30 Trading Day period prior to the Series B Conversion Date, as
reported by NASDAQ, or its successor; or

   (iii) if the Common Stock is not so listed and if there are no such closing
bid and asked prices, on the basis of the fair market value per share as
determined by the Board of Directors.

   (g) All shares of Series B Preferred Stock which shall have been surrendered
for conversion as herein provided shall no longer be deemed to be outstanding
and all rights with respect to such shares, including the rights, if any, to
receive notices and to vote, shall forthwith cease and terminate except only
the right of the holder thereof to receive shares of Common Stock in exchange
therefor and payment of any accrued and unpaid dividends thereon. Any shares of
Series B Preferred Stock so converted shall be retired and cancelled and shall
not be reissued, and the Corporation may from time to time take such
appropriate action as may be necessary to reduce the authorized Series B
Preferred Stock accordingly.

   9.8.6. Adjustment Provisions. (a) In case the Corporation shall at any time
(i) subdivide (whether by stock dividend, stock split or otherwise) its
outstanding shares of Common Stock into a greater number of shares or (ii)
combine its outstanding shares of Common Stock into a smaller number of shares,
the Series B Conversion Rate in effect immediately prior thereto shall be
proportionately adjusted so that the holder of any shares of Series B Preferred
Stock thereafter surrendered for conversion shall be entitled to receive the
number of shares of capital stock of the Corporation which the holder would
have owned or have been entitled to receive after the happening of any of the
events described above, had such shares of Series B Preferred Stock been
converted immediately prior to the happening of such event. The adjustment made
pursuant to this Section 9.8.6(a) shall become effective immediately after the
effective date of the event requiring such adjustment and shall be made by the
Board of Directors, whose judgment shall be final, binding and conclusive
absent manifest error.

   (b) If any capital reorganization or reclassification of the capital stock
of the Corporation, or consolidation or merger of the Corporation with another
company, or the sale of all or substantially all of its assets to another
company shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities, cash or other property with respect to
or in exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provision
shall be made

                                      2-25
<PAGE>

whereby the holders of the Series B Preferred Stock shall have the right to
acquire and receive upon conversion of the Series B Preferred Stock, which
right shall be prior to the rights of the holders of Junior Stock (but after
and subject to the rights of holders of Senior Stock, if any), such shares of
stock, securities, cash or other property issuable or payable (as part of the
reorganization, reclassification, consolidation, merger or sale) with respect
to or in exchange for such number of outstanding shares of Common Stock as
would have been received upon conversion of the Series B Preferred Stock at the
Series B Conversion Rate then in effect. The Corporation will not effect any
such consolidation, merger or sale, unless prior to the consummation thereof
the successor company (if other than the Corporation) resulting from such
consolidation or merger or the company purchasing such assets shall assume by
written instrument mailed or delivered to the holders of the Series B Preferred
Stock at the last address of each such holder appearing on the stock transfer
books of the Corporation, the obligation to deliver to each such holder such
shares of stock, securities, cash or other property as, in accordance with the
foregoing provisions, such holder may be entitled to purchase.

   (c) In the event that:

   (i) the Corporation shall declare any dividend upon its Common Stock payable
in stock or make any special dividend or other distribution to the holders of
its Common Stock;

   (ii) there shall be any capital reorganization or reclassification of the
capital stock of the Corporation, including any subdivision or combination of
its outstanding shares of Common Stock, or consolidation or merger of the
Corporation with, or sale of all or substantially all of its assets to, another
company; or

   (iii) there shall be a voluntary or involuntary dissolution, liquidation or
winding up of the Corporation; then, in accordance with such event, the
Corporation shall give to the holders of the Series B Preferred Stock:

   (A) at least twenty (20) days prior written notice of the date on which the
books of the Corporation shall close or a record shall be taken for such
dividend or distribution or for determining rights to vote in respect of any
such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up; and

   (B) in the case of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, at least twenty (20) days
prior written notice of the date when the same shall take place.

A notice in accordance with the foregoing clause (A) shall also specify, in the
case of any such dividend or distribution, the date on which the holders of
Common Stock shall be entitled thereto, and a notice in accordance with the
foregoing clause (B) shall also specify the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, as the case may be. Each
such written notice shall be sent by mail, first class, postage prepaid,
addressed to the holders of the Series B Preferred Stock at the address of each
such holder as shown on the books of the Corporation.

   (d) If any event occurs as to which, in the opinion of the Board of
Directors, the provisions of this Section 9.8.6 are not strictly applicable or
if strictly applicable would not fairly protect the rights of the holders of
the Series B Preferred Stock in accordance with the essential intent and
principles of such provisions, then the Board of Directors shall make an
adjustment in the application of such provisions, in accordance with such
essential intent and principles, so as to protect such rights as aforesaid, but
in no event shall any adjustment have the effect of decreasing the Series B
Conversion Rate as otherwise determined pursuant to any of the provisions of
this Section 9.8.6 except in the case of a combination of shares of a type
contemplated in Section 9.8.6(a) and then in no event to a rate less than the
Series B Conversion Rate as adjusted pursuant to Section 9.8.6(a).

   (e) Whenever the Series B Conversion Rate shall be adjusted pursuant to this
Section 9.8.6, the Corporation shall forthwith file at each office designated
for the conversion of Series B Preferred Stock a

                                      2-26
<PAGE>

statement, signed by the Chairman of the Board, the President, any Vice
President or Treasurer of the Corporation, showing in reasonable detail the
facts requiring such adjustment and the Series B Conversion Rate that will be
effective after such adjustment. The Corporation shall also cause a notice
setting forth any such adjustments to be sent by mail, first class, postage
prepaid, to each record holder of Series B Preferred Stock at his or its
address appearing on the stock register. If such notice relates to an
adjustment resulting from an event referred to in Section 9.8.6(c), such notice
shall be included as part of the notice required to be mailed and published
under the provisions of Section 9.8.6(c) hereof.

   9.8.7. Redemption. The Corporation shall have the right to redeem shares of
Series B Preferred Stock pursuant to the following provisions:

   (a) The Corporation shall not have any right to redeem shares of the Series
B Preferred Stock prior to September 30, 2001. Thereafter, the Corporation
shall have the right, at its sole option and election, out of funds legally
available therefor, to redeem the shares of Series B Preferred Stock, in whole
or in part, at any time and from time to time at a redemption price of $1.00
per share plus an amount equal to all accrued and unpaid dividends thereon (the
"Series B Redemption Price"), whether or not declared, to the redemption date;
provided that any amount due in respect of all or any portion of the Series B
Redemption Price, including accrued dividends, may be paid in cash or shares of
Common Stock as determined by the Board of Directors. In the event the Board of
Directors elects to pay any portion of the Series B Redemption Price in shares
of Common Stock, the number of shares of Common Stock to be issued shall be
determined in accordance with the provisions of Section 9.8.5(f).

   (b) If less than all of the Series B Preferred Stock at the time outstanding
is to be redeemed, the shares so to be redeemed shall be selected by lot, pro
rata or in such other manner as the Board of Directors may determine to be fair
and proper.

   (c) Notice of any redemption of the Series B Preferred Stock (including
notice of whether such redemption shall be paid in cash or shares of Common
Stock) shall be mailed at least 30 days, but not more than 60 days, prior to
the date fixed for redemption to each holder of Series B Preferred Stock to be
redeemed, at such holder's address as it appears on the stock transfer books of
the Corporation. In order to facilitate the redemption of the Series B
Preferred Stock, the Board of Directors may fix a record date for the
determination of holders of Series B Preferred Stock to be redeemed, or may
cause the stock transfer books of the Corporation to be closed for the transfer
of the Series B Preferred Stock, not more than 60 days prior to the date fixed
for such redemption.

   (d) On the redemption date specified in the notice given pursuant to Section
9.8.7(c), the Corporation shall, and at any time after such notice shall have
been mailed and before such redemption date the Corporation may, deposit for
the pro rata benefit of the holders of the shares of the Series B Preferred
Stock so called for redemption, funds in an amount equal to the portion of the
Series B Redemption Price, if any, to be paid in cash with a bank or trust
company in the Borough of Manhattan, the City of New York, having a capital and
surplus of at least $50,000,000. Any monies so deposited by the Corporation and
unclaimed at the end of one (1) year from the date designated for such
redemption shall revert to the general funds of the Corporation. After such
reversion, any such bank or trust company shall, upon demand, pay over to the
Corporation such unclaimed amounts and thereupon such bank or trust company
shall be relieved of all responsibility in respect thereof to such holder and
such holder shall look only to the Corporation for the payment of the Series B
Redemption Price. Any interest accrued on funds so deposited pursuant to this
9.8.7(d) shall be paid from time to time to the Corporation for its own
account.

   (e) Upon the deposit of funds pursuant to Section 9.8.7(d) in respect of
shares of the Series B Preferred Stock called for redemption, or, in the event
that the Board of Directors elects to pay all or part of the Series B
Redemption Price in shares of Common Stock, on the date fixed for redemption,
notwithstanding that any stock certificates for such shares shall not have been
surrendered for cancellation, the shares represented thereby shall no longer be
deemed outstanding, the rights to receive dividends thereon shall cease to
accrue from and after

                                      2-27
<PAGE>

the date of redemption designated in the notice of redemption and all rights of
the holders of the shares of the Series B Preferred Stock called for redemption
shall cease and terminate, excepting only the right to receive the Series B
Redemption Price therefor and the right to convert such shares into shares of
Common Stock until the close of business on the Business Day preceding the
redemption date, as provided in Section 9.8.5.

   9.8.8. Reissuance. Shares of Series B Preferred Stock that have been issued
and reacquired in any manner including shares purchased, exchanged, redeemed or
converted shall not be reissued as shares of Series B Preferred Stock and shall
upon compliance with any applicable provisions of the laws of the State of
Georgia have the status of authorized and unissued shares of the Preferred
Stock undesignated as to series and may be redesignated and reissued as part of
any series of Preferred Stock.

   9.9. Series 3 Junior Participating Preferred Stock.

   9.9.1. Designation and Amount. There shall be 1,500,000 shares of Preferred
Stock designated as Third Series.

   9.9.2. Dividends. (a) Subject to the prior and superior rights of the
holders of any shares of any other series of Preferred Stock, or any similar
stock ranking prior and superior to the shares of the Third Series with respect
to dividends, the holders of shares of the Third Series, in preference to the
holders of Common Stock and any shares of stock of the Corporation junior as to
dividend rights to the Third Series, entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash, on January 1, April 1, July 1 and
October 1 in each year (each such date being referred to herein as a "Third
Series Quarterly Dividend Payment Date") in an amount (rounded to the nearest
cent) equal to the greater of (a) $10.00 and (b) the product of the WorldCom
Group Multiple (as defined below) times the aggregate per share amount of all
cash dividends, plus the product of the WorldCom Group Multiple times the
aggregate per share amount (payable in cash, based upon the fair market value
at the time the noncash dividend or other distribution is declared as
determined in good faith by the Board of Directors) of all noncash dividends or
other distributions other than a dividend payable in shares of WorldCom Group
Common Stock, or a subdivision of the outstanding shares of WorldCom Group
Common Stock (by reclassification or otherwise), declared (but not withdrawn)
on the WorldCom Group Common Stock since the immediately preceding Third Series
Quarterly Dividend Payment Date, or, with respect to the first Third Series
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of the Third Series.

   (b) As used herein, the WorldCom Group Multiple shall initially be 1,500. In
the event the Corporation shall (i) declare any dividend on WorldCom Group
Common Stock payable in shares of such stock, (ii) subdivide the outstanding
WorldCom Group Common Stock, or (iii) combine the outstanding WorldCom Group
Common Stock into a smaller number of shares, then in each such case the
WorldCom Group Multiple shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of WorldCom Group
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of WorldCom Group Common Stock that were
outstanding immediately prior to such event.

   (c) The Corporation shall declare a dividend or distribution on the Third
Series as provided above in paragraph (a) of this Section 9.9.2 immediately
after it declares a dividend or distribution on the WorldCom Group Common Stock
(other than a dividend payable in shares of WorldCom Group Common Stock);
provided, however, that in the event no dividend or distribution shall have
been declared on the WorldCom Group Common Stock during the period between any
Third Series Quarterly Dividend Payment Date and the next subsequent Third
Series Quarterly Dividend Payment Date, the minimum quarterly dividend of
$100.00 on the Third Series shall nevertheless be payable on such subsequent
Third Series Quarterly Dividend Payment Date.

   (d) Dividends shall begin to accrue and be cumulative on outstanding shares
of Third Series from the Third Series Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Third Series,

                                      2-28
<PAGE>

unless the date of issue of such shares of Third Series is prior to the record
date for the first Third Series Quarterly 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 Third Series Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of shares of Third Series entitled to receive a quarterly dividend and
before such Third Series Quarterly Dividend Payment Date, in either of which
cases such dividends shall begin to accrue and be cumulative from such Third
Series Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
cumulate but shall not bear interest. Dividends paid on the shares of Third
Series 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.

   9.9.3. Voting Rights. The holders of the shares of the Third Series shall be
entitled to exercise such voting rights with the holders of Common Stock,
without distinction as to class, at any annual or special meeting of
shareholders for the election of directors and on any other matter submitted to
a vote of the shareholders at such meeting. Except as otherwise provided
herein, in these Articles of Incorporation, in any articles of amendment to
these Articles of Incorporation establishing a series of Preferred Stock or any
similar stock or otherwise required by law, the holders of the shares of the
Third Series and the holders of Common Stock shall vote together as one class
on all matters submitted to a vote of shareholders of the Corporation. Except
as prescribed by law and in addition to the rights provided for in this ARTICLE
SIX, at any annual or special meeting of shareholders, each share of the Third
Series shall be entitled to a number of votes equal to the product of the
WorldCom Group Multiple then in effect times the highest number of votes that
any share of WorldCom Group Common Stock entitles its holder to vote at such
meeting.

   9.9.4. Certain Restrictions. (a) Whenever quarterly dividends or other
dividends or distributions payable on the shares of the Third Series as
provided in Section 9.9.2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of the
Third Series outstanding shall have been paid in full, the Corporation shall
not:

   (i) declare or pay dividends (except a dividend payable in WorldCom Group
Common Stock and/or any other stock of the Corporation ranking junior (either
as to dividend rights or rights upon liquidation, dissolution or winding up) to
the Third Series)) on, make any other distributions on, or redeem or purchase
or otherwise acquire for consideration any shares of stock of the Corporation
ranking junior (either as to dividend rights or rights upon liquidation,
dissolution or winding up) to the Third Series;

   (ii) declare or pay dividends on or make any other distribution on any
shares of stock of the Corporation on a parity (either as to dividend rights or
rights upon liquidation, dissolution or winding up) with the Third Series,
except dividends paid ratably on the shares of the Third Series 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;

   (iii) except as permitted in Section 9.9.4(a)(iv) below, redeem or purchase
or otherwise acquire for consideration any shares of stock of the Corporation
ranking on a parity (either as to dividends or upon dissolution, liquidation or
winding up) with the shares of the Third Series, provided that the Corporation
may at any time redeem, purchase or otherwise acquire shares of such parity
stock in exchange for shares of stock of the Corporation ranking junior (either
as to dividend rights or rights upon liquidation, dissolution or winding up) to
the Third Series; or

   (iv) purchase or otherwise acquire for consideration any shares of the Third
Series, or any shares of stock of the Corporation ranking on a parity (either
as to dividend rights or rights upon liquidation, dissolution or winding up),
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.

                                      2-29
<PAGE>

   (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
9.9.4, purchase or otherwise acquire such shares at such time and in such
manner.

   9.9.5. Reacquired Shares. Any shares of the Third Series purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall
upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein, in these Articles of
Incorporation, in any articles of amendment to these Articles of Incorporation
establishing a series of Preferred Stock or any similar stock or as otherwise
required by law.

   9.9.6. Liquidation, Dissolution or Winding Up. (a) In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of the shares of the Third Series shall be entitled to
receive, in preference to the holders of any shares of stock of the Corporation
ranking junior (as to rights upon liquidation, dissolution or winding up) to
the Third Series, the greater of (i) $1,000.00 per share, plus accrued and
unpaid dividends to the date of distribution, whether or not earned or declared
and (ii) an amount per share equal to the product of the WorldCom Group
Multiple then in effect times the aggregate amount to be distributed per share
to holders of WorldCom Group Common Stock.

   (b) In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the holders of stock ranking on a parity (as to
rights upon liquidation, dissolution or winding up) with the Third Series shall
not receive any distributions except for distributions made ratably on the
Third Series and all other 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.

   9.9.7. Consolidation, Merger, etc. In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of WorldCom Group Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
the Third Series shall at the same time be similarly exchanged or changed in an
amount per share equal to the product of the WorldCom Group Multiple then in
effect 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 WorldCom Group Common Stock is changed or exchanged.

   9.9.8. Rank. The shares of the Third Series shall rank:

   (a) senior to all classes of Corporation Common Stock and to each other
class of capital stock or series of Preferred Stock established hereafter by
the Board of Directors, the terms of which do not expressly provide that it
ranks senior to, or on a parity with, the Third Series as to dividend rights or
rights upon liquidation, winding up and dissolution;

   (b) on a parity with the Eighth Series and each other class of capital stock
or series of Preferred Stock established hereafter by the Board of Directors,
the terms of which expressly provide that such class or series will rank on a
parity with the Third Series as to dividend rights or rights upon liquidation,
winding up and dissolution; and

   (c) junior to the Series B Preferred Stock, Fifth Series, Seventh Series and
each other class of capital stock or series of Preferred Stock established
hereafter by the Board of Directors, the terms of which expressly provide that
such class or series will rank senior to the Third Series as to dividend rights
or rights upon liquidation, winding up and dissolution.

   9.9.9. Fractional Shares. Shares of the Third Series may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of shares of the Third Series.

                                      2-30
<PAGE>

   9.10. Series 5 Preferred Stock.

   9.10.1. Designation; Amount; Stated Value. There shall be 95 shares of
Preferred Stock designated as Fifth Series.

   9.10.2. Dividends. The rate of dividends upon shares of the Fifth Series
(which shall be cumulative from the date of issue) and the time of payment
thereof shall be 6.00% of the stated value of $100,000 per share per annum,
payable quarterly on the last days of January, April, July and October in each
year.

   9.10.3. Rank. The Fifth Series will, with respect to dividend rights and
rights upon liquidation, winding up and dissolution, rank:

   (a) senior to the Third Series, Seventh Series, Eighth Series and to all
classes of Corporation Common Stock and to each other class of capital stock or
series of Preferred Stock established hereafter by the Board of Directors, the
terms of which do not expressly provide that it ranks senior to, or on a parity
with, the Fifth Series as to dividend rights or rights upon liquidation,
winding up and dissolution;

   (b) on a parity with the Series B Preferred Stock and with all other classes
of capital stock or series of Preferred Stock established hereafter by the
Board of Directors, the terms of which expressly provide that such class or
series will rank on a parity with the Fifth Series as to dividend rights or
rights upon liquidation, winding up and dissolution; and

   (c) junior to each other class of capital stock or series of Preferred Stock
established hereafter by the Board of Directors, the terms of which expressly
provide that such class or series will rank senior to the Fifth Series as to
dividend rights or rights upon liquidation, winding up and dissolution.

   9.10.4. Voting Rights. Holders of shares of the Fifth Series will be
entitled to one vote for each share held and will be entitled to exercise such
voting rights together as a class with the holders of capital stock that have
general voting power on all such matters. If no dividends or less than full
cumulative dividends on shares of the Fifth Series shall have been paid for
each of four consecutive dividend periods, or if arrearages in the payment of
dividends on shares of the Fifth Series shall have cumulated to an amount equal
to full cumulative dividends on shares of the Fifth Series for six quarterly
dividend periods, the holders of shares of the Fifth Series shall, at all
meetings held for the election of Directors until full cumulative dividends for
all past quarterly dividend periods and the current quarterly dividend period
on shares of the Fifth Series shall have been paid or declared and set apart
for payment, possess voting power, acting alone, to elect the smallest number
of Directors constituting a majority of the Directors then to be elected. The
Corporation will promptly take all such action as shall be necessary to permit
such election to occur promptly after such arrearage occurs.

   9.10.5. Non-Convertible. Shares of the Fifth Series shall not be convertible
into or exchangeable for stock of any other class or classes of the
Corporation.

   9.10.6. Repurchase by the Corporation. Upon six months' prior written
notice, the holders of shares of the Fifth Series may tender all and not less
than all of the shares of the Fifth Series to the Corporation for purchase at a
price per share equal to the stated value of $100,000 per share plus accrued
dividends to the date of repurchase by the Corporation (the "Fifth Series
Purchase Price"). Upon such proper tender of all shares of the Fifth Series by
the holders, the Corporation shall purchase the shares of the Fifth Series at
the Fifth Series Purchase Price.

   9.10.7. Tender Procedures. Shares of the Fifth Series will not be deemed
tendered unless and until the stock certificate or certificates therefor have
been received by the Corporation or the bank or trust company designated for
the purpose and, if payment upon acceptance of tender thereof is to be made
other than to the record holders, such stock certificate or certificates have
been duly endorsed and are in proper form for transfer, with all transfer taxes
due in respect thereof paid or provided for.

                                      2-31
<PAGE>

   9.10.8. Redemption. If the holders have not tendered the shares of the Fifth
Series to the Corporation for purchase pursuant to Sections 9.10.6 and 9.10.7
by March 14, 2003, then the Corporation shall redeem all of the outstanding
shares of the Fifth Series at the Fifth Series Purchase Price on a date set
forth in written notice to the holders as the redemption date (the "Fifth
Series Redemption Date"). The Corporation shall give notice of such redemption
not less than thirty (30) days prior to the Fifth Series Redemption Date, by
mail to the holders of record of the outstanding shares at their respective
addresses then appearing on the books of the Corporation. At any time before
the Fifth Series Redemption Date, the Corporation may deposit in trust the
funds necessary for such redemption with a bank or trust company to be
designated in the notice of redemption, doing business in the City of Chicago
and State of Illinois or in the City and State of New York, and having capital,
surplus and undivided profits aggregating $25,000,000. In the event such
deposit is made so that the deposited funds shall be forthwith available to the
holders of the shares to be redeemed upon surrender of the stock certificates
evidencing such shares, then, upon the giving of the notice of such redemption,
as hereinabove provided, or upon the earlier delivery to such bank or trust
company of irrevocable authorization and direction so to give such notice, all
shares with respect to the redemption of which such deposit shall have been
made and the giving of such notice effected shall, whether or not the stock
certificates for such shares shall be surrendered for cancellation, be deemed
to be no longer outstanding for any purpose and all rights with respect to such
shares shall thereupon cease and terminate, except only the right of the
holders of the stock certificates for such shares to receive, out of the funds
so deposited in trust, from and after the time of such deposit, the amount
payable upon the redemption thereof, without interest.

   9.10.9. Cancelled Shares. Shares of the Fifth Series, purchased upon tender
or redeemed as herein provided, shall be cancelled and upon such cancellation
shall be deemed to be authorized and unissued shares of Preferred Stock,
without par value, of the Corporation but shall not be reissued as shares of
the same or any theretofore outstanding series.

   9.10.10. Default. Default by the Corporation in complying with the
provisions of Section 9.10.6 or 9.10.8 shall preclude the declaration or the
payment of dividends or the making of any other distribution whatsoever upon
the Corporation Common Stock (other than a distribution in shares of its
Corporation Common Stock) until the Corporation shall have cured such default
by depositing the funds necessary therefor in the manner and upon the terms
herein provided. The holders of shares of the Fifth Series shall not be
entitled to apply to any court of law or equity for a money judgment or remedy
on account of any such default other than to restrain the Corporation from the
actions specified above upon the Corporation Common Stock until such default
shall have been cured.

   9.10.11. Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation, the holders of the Fifth Series will be entitled
to receive out of the assets of the Corporation available for distribution to
shareholders, before any distribution of the assets shall be made to the
holders of Corporation Common Stock, the stated value of $100,000 per share,
plus an amount equal to cumulative accrued and unpaid dividends to the date of
distribution to holders of shares of the Fifth Series. If upon any liquidation,
dissolution or winding up of the Corporation the amounts payable with respect
to the Fifth Series and any other series of Preferred Stock on a parity with
the Fifth Series are not paid in full, the holders of shares of the Fifth
Series and such parity stock will share ratably in any distribution of assets
in proportion to the full preferential amounts to which they are entitled.

   9.11. Series 7 Preferred Stock.

   9.11.1. Designation; Amount; Rank. There shall be 300,000 shares of
Preferred Stock designated as Seventh Series. The Seventh Series will, with
respect to dividend rights and rights upon liquidation, winding up and
dissolution, rank:

   (a) senior to the Third Series, the Eighth Series, to all classes of
Corporation Common Stock and to each other class of capital stock or series of
Preferred Stock established hereafter by the Board of Directors, the terms of
which do not expressly provide that it ranks senior to, or on a parity with,
the Seventh Series as to dividend rights or rights upon liquidation, winding up
and dissolution;

                                      2-32
<PAGE>

   (b) on a parity with all other classes of capital stock or series of
Preferred Stock established hereafter by the Board of Directors, the terms of
which expressly provide that such class or series will rank on a parity with
the Seventh Series as to dividend rights or rights upon liquidation, winding up
and dissolution; and

   (c) junior to the Series B Preferred Stock, the Fifth Series and to each
other class of capital stock or series of Preferred Stock established hereafter
by the Board of Directors, the terms of which expressly provide that such class
or series will rank senior to the Seventh Series as to dividend rights or
rights upon liquidation, winding up and dissolution.

   9.11.2. Dividends. Holders of record of shares of the Seventh Series will be
entitled to receive, when, as and if declared by the Board of Directors, out of
funds legally available for the payment of dividends, cumulative cash dividends
("Seventh Series Dividends") payable at the rate of $6.73 per share quarterly
in arrears on each September 30, December 31, March 31 and June 30 (each a
"Seventh Series Dividend Payment Date") or, if any such date is not a Business
Day, the Seventh Series Preferred Dividends due on such Seventh Series Dividend
Payment Date shall be paid on the next succeeding Business Day. Seventh Series
Preferred Dividends shall be cumulative and shall accumulate from the date of
original issuance of shares of the Seventh Series. Seventh Series Preferred
Dividends shall be payable to holders of record as they appear on the stock
register of the Corporation, net of any amounts required to be withheld for or
with respect to taxes, on such record dates, not more than 60 days preceding
the payment date thereof, as shall be fixed by the Board of Directors. Seventh
Series Preferred Dividends payable for any period less than a full quarterly
dividend period shall be computed on the basis of a 360-day year of twelve 30-
day months and the actual number of days elapsed in any period less than one
month. Seventh Series Preferred Dividends shall accrue on a daily basis whether
or not there are funds of the Corporation legally available for the payment of
such dividends and whether or not such Seventh Series Preferred Dividends are
declared. Accrued but unpaid Seventh Series Preferred Dividends shall
accumulate as of the Seventh Series Dividend Payment Date on which they first
become payable, but no interest shall accrue on accumulated but unpaid Seventh
Series Preferred Dividends. Before any dividends on the Corporation Common
Stock or any other stock of the Corporation ranking junior to the Seventh
Series as to dividends shall be paid or declared and set apart for payment, the
holders of shares of the Seventh Series shall be entitled to receive the full
accumulated cash dividends for all quarterly dividend periods ending on or
before the date on which any dividend on any such class or series of stock
ranking junior to the Seventh Series as to dividends is declared or is to be
paid.

   9.11.3. Conversion. (a) Each holder of shares of Seventh Series may at such
holder's option at any time convert any or all of such holder's shares of
Seventh Series into (i) if such holder is a Cable Holder, shares of Series 2
PCS Stock and Series 2 Common Stock, and (ii) if such holder is not a Cable
Holder, shares of Series 1 PCS Stock and Common Stock. All references herein to
shares of Series 2 PCS Stock and Series 2 Common Stock issuable upon conversion
of shares of Seventh Series shall be deemed to refer to shares of Series 1 PCS
Stock and Common Stock, respectively, if the holder of such Seventh Series is
not a Cable Holder. Shares of Seventh Series shall be convertible into a number
of fully paid and nonassessable whole shares of (i) Series 2 PCS Stock as is
equal to the aggregate Seventh Series Liquidation Preference of the shares of
Seventh Series surrendered for conversion divided by the Seventh Series Initial
Conversion Price (as adjusted from time to time, the "Seventh Series Conversion
Price") and (ii) Series 2 Common Stock as is equal to 0.116025 (the "Common
Stock Conversion Rate") times the number of shares of Series 2 PCS Stock
received in connection with (i) immediately above. In case of the redemption of
any shares of the Seventh Series, such right of conversion shall cease and
terminate as to the shares duly called for redemption at the close of business
on the date fixed for redemption, unless the Corporation defaults in the
payment of the redemption price plus all accrued and unpaid dividends. If the
Corporation defaults with respect to such payment, the right to convert the
shares designated for redemption shall terminate at the close of business on
the business day next preceding the date that such default is cured. Upon
conversion the Corporation shall make no payment or adjustment on account of
dividends accrued or in arrears on the Seventh Series surrendered for
conversion.

                                      2-33
<PAGE>

   (b) Holders of shares of Seventh Series at the close of business on a
record date for any payment of declared Seventh Series Preferred Dividends
shall be entitled to receive the Seventh Series Preferred Dividends payable on
those shares of Seventh Series on the corresponding Seventh Series Dividend
Payment Date notwithstanding the conversion pursuant to this section of those
shares of Seventh Series following such record date and before the close of
business on such Seventh Series Dividend Payment Date. Except as provided in
the preceding sentence, upon any conversion of shares of Seventh Series, the
Corporation shall make no payment of or allowance of unpaid Seventh Series
Preferred Dividends, whether or not in arrears, on such shares of Seventh
Series, or for previously declared dividends or distributions on the shares of
Series 2 PCS Stock issued upon conversion.

   (c) Conversion of shares of Seventh Series may be effected by delivering
stock certificates evidencing such shares of Seventh Series, together with
written notice of conversion stating the number of shares to be converted and
a proper assignment of such stock certificates to the Corporation or in blank,
to the office of the transfer agent for the Seventh Series or to any other
office or agency maintained by the Corporation for that purpose and otherwise
in accordance with conversion procedures established by the Corporation. Each
conversion shall be deemed to have been effected immediately before the close
of business on the date on which the foregoing requirements shall have been
satisfied. The Corporation shall as promptly as practicable after any
conversion pursuant to this section issue and deliver to the converting holder
a stock certificate or certificates representing the number of whole shares of
Series 2 PCS Stock and Series 2 Common Stock into which such shares of Seventh
Series were converted. Upon conversion of less than the entire number of the
shares of Seventh Series represented by any stock certificate, the Corporation
shall issue and deliver to the converting holder a new stock certificate
representing the number of shares of Seventh Series not converted. The
Corporation shall effect such conversion as soon as practicable; provided that
the Corporation shall not be required to convert shares of Seventh Series, and
no surrender of shares of Seventh Series shall be effective for that purpose,
while the stock transfer books of the Corporation for the Series 2 PCS Stock
or Series 2 Common Stock are closed for any reason, but the surrender of
shares of Seventh Series for conversion during any period while such books are
so closed shall become effective for conversion immediately upon the reopening
of such books, as if the conversion had been made on the date such shares of
Seventh Series were surrendered, and at the Seventh Series Conversion Price in
effect on the date of such surrender.

   (d) No fraction of a share of Series 2 Common Stock or Series 2 PCS Stock
shall be issued upon any conversion. In lieu of the fraction of a share to
which the holder of shares of the Seventh Series surrendered for conversion
would otherwise be entitled, such holder shall receive, as soon as practicable
after the date of conversion, an amount in cash equal to the same fraction of
the market value of a full share of Series 1 PCS Stock or Common Stock, as
applicable. For the purposes of this subparagraph, the market value of a share
of Series 1 PCS Stock or Common Stock shall be the Closing Price of such a
share on the day immediately preceding the date upon which such shares of
Seventh Series are surrendered for conversion.

   (e) The Seventh Series Conversion Price in effect at any time shall be
subject to adjustment as follows:

   (i) If the Corporation shall: (A) pay a dividend on the PCS Group Common
Stock in shares of PCS Group Common Stock; (B) subdivide the outstanding
shares of PCS Group Common Stock into a greater number of shares; (C) combine
the outstanding shares of PCS Group Common Stock into a smaller number of
shares; (D) pay a dividend on the PCS Group Common Stock in shares of its
capital stock (other than PCS Group Common Stock); or (E) issue any shares of
its capital stock by reclassification of the shares of PCS Group Common Stock
(other than any reclassification by way of merger or binding share exchange
that is subject to Section 9.11.3(e)(viii)), then the Seventh Series
Conversion Price in effect at the time of the record date for such dividend or
of the effective date of such subdivision, combination or reclassification
shall be proportionately adjusted so that if the holder elects to convert
shares of Seventh Series after such time, the holder thereof shall be entitled
to receive the aggregate number of shares of PCS Group Common Stock which, if
such conversion had occurred immediately prior to such time, he would have
owned upon such conversion and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification. Such

                                     2-34
<PAGE>

adjustment shall be made successively whenever any event listed above shall
occur. Subject to Section 9.11.3(e)(vi) for a dividend or distribution, the
adjustment shall become effective immediately after the record date for the
dividend or distribution, and for a subdivision, combination or
reclassification, the adjustment shall become effective immediately after the
effective date of the subdivision, combination or reclassification.

   (ii) If the Corporation shall issue rights or warrants to the holders of the
PCS Group Common Stock entitling them (for a period expiring within 45 days
after the record date for the determination of shareholders entitled to receive
such rights or warrants) to subscribe for or purchase shares of PCS Group
Common Stock (or PCS Convertible Securities) at a price per share (or having a
conversion price per share, after adding thereto an allocable portion of the
Seventh Series Conversion Price of the right or warrant to purchase such PCS
Convertible Securities, computed on the basis of the maximum number of shares
of PCS Group Common Stock issuable upon conversion of such PCS Convertible
Securities) less than the Current Market Price per share on the Determination
Date, the Seventh Series Conversion Price shall be adjusted by multiplying the
Seventh Series Conversion Price in effect immediately prior to such record date
by a fraction, of which the numerator shall be the number of shares of PCS
Group Common Stock outstanding on such record date plus the number of shares
which the aggregate offering price of the total number of shares of PCS Group
Common Stock so offered (or the aggregate initial conversion price of the PCS
Convertible Securities so offered, after adding thereto the aggregate
conversion price of the rights or warrants to purchase such PCS Convertible
Securities) to holders of PCS Group Common Stock (and to holders of PCS
Convertible Securities referred to in the following paragraph if the
distribution to which this paragraph (ii) applies is also being made to such
holders) would purchase at such Current Market Price, and of which the
denominator shall be the number of shares of PCS Group Common Stock outstanding
on such record date plus the number of additional shares of PCS Group Common
Stock so offered for subscription or purchase (or into which the PCS
Convertible Securities so offered are initially convertible). The adjustment
contemplated by this paragraph (ii) shall be made successively whenever any
such rights or warrants are issued and shall become effective immediately after
the close of business on such record date; however, to the extent that shares
of PCS Group Common Stock (or PCS Convertible Securities) have not been issued
when such rights or warrants expire (or, in the case of rights or warrants to
purchase PCS Convertible Securities which have been exercised, if all of the
shares of PCS Group Common Stock issuable upon conversion of such PCS
Convertible Securities have not been issued prior to the expiration of the
conversion right thereof), the Seventh Series Conversion Price shall be
readjusted to the Seventh Series Conversion Price which would then be in effect
had the adjustments made upon the issuance of such rights or warrants been made
upon the basis of delivery of only the number of shares (or PCS Convertible
Securities) actually issued upon the exercise of such rights or warrants (or
the conversion of such PCS Convertible Securities).

   For purposes of this paragraph (ii) the number of shares of PCS Group Common
Stock outstanding on any record date shall be deemed to include the maximum
number of shares of PCS Group Common Stock the issuance of which would be
necessary to effect the full exercise, exchange or conversion of all PCS
Convertible Securities outstanding on such record date which are then
exercisable, exchangeable or convertible at a price (before giving effect to
any adjustment to such price for the distribution to which this paragraph (ii)
is being applied) equal to or less than the Current Market Price per share of
PCS Group Common Stock on the applicable Determination Date, if all of such PCS
Convertible Securities were deemed to have been exercised, exchanged or
converted immediately prior to the opening of business on such record date. In
case any subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall be as
determined by the Board of Directors.

   (iii) If the Corporation shall distribute to the holders of PCS Group Common
Stock evidences of its indebtedness or assets or subscription rights or
warrants (excluding (x) dividends or distributions referred to in Section
9.11.3(e)(i) and distributions of rights or warrants referred to in Section
9.11.3(e)(ii) and (y) cash dividends or other cash distributions, unless such
cash dividends or cash distributions are PCS Extraordinary Cash Dividends), the
Seventh Series Conversion Price shall be adjusted by multiplying the Seventh
Series Conversion Price in effect immediately prior to the record date for the
determination of shareholders entitled to

                                      2-35
<PAGE>

receive such distribution by a fraction, of which the numerator shall be the
number of shares of PCS Group Common Stock outstanding on such record date
multiplied by the Current Market Price on the Determination Date, less the fair
market value (as determined by the Board of Directors) on such record date of
the evidences of indebtedness, assets (including PCS Extraordinary Cash
Dividends), subscription rights or warrants to be distributed to the holders of
PCS Group Common Stock (and to the holders of PCS Convertible Securities
referred to below if the distribution to which this paragraph (iii) applies is
also being made to such holders), and of which the denominator shall be the
number of shares of PCS Group Common Stock outstanding on such record date
multiplied by such Current Market Price. For purposes of this paragraph (iii),
the number of shares of PCS Group Common Stock outstanding on any record date
shall be deemed to include the maximum number of shares of PCS Group Common
Stock the issuance of which would be necessary to effect the full exercise,
exchange or conversion of all PCS Convertible Securities outstanding on such
record date which are then exercisable, exchangeable or convertible at a price
(before giving effect to any adjustment to such price for the distribution to
which this paragraph (iii) is being applied) equal to or less than the Current
Market Price per share of PCS Group Common Stock on the applicable
Determination Date, if all of such PCS Convertible Securities were deemed to
have been exercised, exchanged or converted immediately prior to the opening of
business on such record date.

   For purposes of this paragraph (iii), the term "PCS Extraordinary Cash
Dividend" means any cash dividend with respect to the PCS Group Common Stock
the amount of which, together with the aggregate amount of cash dividends on
the PCS Group Common Stock to be aggregated with such cash dividend in
accordance with the following provisions of this paragraph, equals or exceeds
the threshold percentage set forth below in the following sentence. If, upon
the date prior to the Ex-Dividend Date with respect to a cash dividend on the
PCS Group Common Stock, the aggregate of the amount of such cash dividend
together with the amounts of all cash dividends on the PCS Group Common Stock
with Ex-Dividend Dates occurring in the 365 consecutive day period ending on
the date prior to the Ex-Dividend Date with respect to the cash dividend to
which this provision is being applied (other than any such other cash dividends
with Ex-Dividend Dates occurring in such period for which a prior adjustment to
the Seventh Series Conversion Price was previously made under this paragraph
(iii)) equals or exceeds on a per share basis 5% of the average of the Closing
Prices during the period beginning on the date after the first such Ex-Dividend
Date in such period and ending on the date prior to the Ex-Dividend Date with
respect to the cash dividend to which this provision is being applied (except
that if no other cash dividend has had an Ex-Dividend Date occurring in such
period, the period for calculating the average of the Closing Prices shall be
the period commencing 365 days prior to the date immediately prior to the Ex-
Dividend Date with respect to the cash dividend to which this provision is
being applied), such cash dividend together with each other cash dividend with
an Ex-Dividend Date occurring in such 365-day period that is aggregated with
such cash dividend in accordance with this paragraph shall be deemed to be a
PCS Extraordinary Cash Dividend.

   The adjustment pursuant to the foregoing provisions of this paragraph (iii)
shall be made successively whenever any distribution to which this paragraph
(iii) applies is made, and shall become effective immediately after the record
date for the determination of shareholders entitled to receive the
distribution.

   (iv) If this Section 9.11.3(e) requires adjustments to the Seventh Series
Conversion Price under more than one of clause (D) of the first sentence of
paragraph (i), paragraph (ii) or paragraph (iii), and the record dates for the
distribution giving rise to such adjustments shall occur on the same date, then
such adjustments shall be made by applying, first, the provisions of paragraph
(i), second the provisions of paragraph (iii) and, third, the provisions of
paragraph (ii).

   (v) No adjustment in the Seventh Series Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least one
percent thereof; provided, however, that any adjustments which by reason of
this paragraph (v) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 9.11.3(e) shall be made to the nearest cent or to the nearest one-
hundredth of a share, as the case may be.

                                      2-36
<PAGE>

   (vi) In any case in which this Section 9.11.3(e) shall require that an
adjustment in the Seventh Series Conversion Price be made effective as of the
record date for a specified event, the Corporation may elect to defer until the
occurrence of such event (x) issuing to the holder of shares of the Seventh
Series the PCS Group Common Stock, if any, issuable upon such conversion over
and above the shares of PCS Group Common Stock, if any, issuable upon such
conversion on the basis of the Seventh Series Conversion Price in effect prior
to such adjustment, if the Seventh Series is converted after such record date,
and (y) paying to the holder cash or its check in lieu of any fractional
interest to which the holder would be entitled pursuant to Section 9.11.3(d);
provided, however, that the Corporation shall deliver to the holder a due bill
or other appropriate instrument evidencing the holder's right to receive such
additional PCS Group Common Stock and such cash upon the occurrence of the
event requiring such adjustment.

   (vii) If the Corporation consolidates with or merges into, or transfers
(other than by mortgage or pledge) its properties and assets substantially as
an entirety to, another Person or the Corporation is a party to a merger or
binding share exchange which reclassifies or changes its outstanding PCS Group
Common Stock, or the PCS Group Common Stock is converted into another class or
series of capital stock of the Corporation, the Corporation (or its successor
in such transaction) or the transferee of such properties and assets shall make
appropriate provision so that the holder's stock certificate representing
shares of the Seventh Series shall thereafter be convertible, upon the terms
and conditions specified in the stock certificates, for the kind and amount of
securities, cash or other assets receivable upon such transaction by a holder
of the number of shares of PCS Group Common Stock purchasable upon conversion
of the holder's Seventh Series immediately before the effective date of such
transaction (assuming, to the extent applicable, that such holder of PCS Group
Common Stock failed to exercise any rights of election with respect thereto,
and received per share the kind and amount of securities, cash or other assets
received per share of PCS Group Common Stock by a plurality of the nonelecting
shares of PCS Group Common Stock); and in any such case, if necessary, the
provisions set forth in this Section 9.11.3(e) with respect to the rights and
interests thereafter of the holder of the Seventh Series shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to any such
other securities or assets thereafter deliverable on the conversion of the
holder's Seventh Series. The subdivision or combination of the PCS Group Common
Stock at any time outstanding into a greater or lesser number of shares of PCS
Group Common Stock shall not be deemed to be a reclassification of the PCS
Group Common Stock for the purposes of this subsection. The Corporation shall
not effect any such consolidation, merger, transfer or binding share exchange
unless prior to or simultaneously with the consummation thereof the successor
(if other than the Corporation) resulting from such consolidation or merger or
the Person purchasing such assets or other appropriate Person shall assume, by
written instrument, the obligation to deliver to the holders of the Seventh
Series such securities, cash or other assets as, in accordance with the
foregoing provisions, the holder may be entitled to purchase and the other
obligations under this Section 9.11. The Corporation may make such reductions
in the Conversion Price, in addition to those required by paragraphs (i), (ii)
and (iii) of this Section 9.11.3(e), as it shall in its sole discretion
determine to be advisable.

   (viii) Subject to Section 9.11.3(e)(v) and to the remaining provisions of
this Section 9.11.3(e)(viii), in the event that a holder of Seventh Series
would be entitled to receive upon conversion thereof pursuant to this Section
9.11.3(e) any Redeemable Capital Stock and the Corporation redeems, exchanges
or otherwise acquires all of the outstanding shares or other units of such
Redeemable Capital Stock (such event being a "Redemption Event"), then, from
and after the effective date of such Redemption Event, the holders of shares of
Seventh Series then outstanding shall be entitled to receive upon conversion of
such shares, in lieu of shares or units of such Redeemable Capital Stock, the
kind and amount of shares of stock and other securities and property receivable
upon the Redemption Event by a holder of the number of shares or units of such
Redeemable Capital Stock into which such shares of Seventh Series could have
been converted immediately prior to the effective date of such Redemption Event
(assuming, to the extent applicable, that such holder failed to exercise any
rights of election with respect thereto and received per share or unit of such
Redeemable Capital Stock the kind and amount of stock and other securities and
property received per share or unit by a plurality of the non-electing shares
or units of such Redeemable Capital Stock), and (from and after the effective
date of such Redemption Event) the holders of the Seventh Series shall have no
other conversion rights under these provisions with respect to such Redeemable
Capital Stock.

                                      2-37
<PAGE>

   Notwithstanding the foregoing, if the redemption price for the shares of
such Redeemable Capital Stock is paid in whole or in part in Redemption
Securities, and the Mirror Preferred Stock Condition is met, the Seventh Series
shall not be convertible into such Redemption Securities and, from and after
the applicable redemption date, the holders of any shares of Seventh Series
that have not been exchanged for Mirror Preferred Stock and Exchange Preferred
Stock shall have no conversion rights under these provisions except for any
conversion right that may have existed immediately prior to the effective date
of the Redemption Event with respect to any shares of stock (including the PCS
Group Common Stock) or other securities or property other than the Redeemable
Capital Stock so redeemed. The Corporation shall use all commercially
reasonable efforts to ensure that the Mirror Preferred Stock Condition is
satisfied. The "Mirror Preferred Stock Condition" will be satisfied in
connection with a redemption of any Redeemable Capital Stock into which the
Seventh Series is then convertible if appropriate provision is made so that the
holders of the Seventh Series have the right to exchange their shares of
Seventh Series on the effective date of the Redemption Event for Exchange
Preferred Stock of the Corporation and Mirror Preferred Stock of the issuer of
the Redemption Securities. The sum of the initial liquidation preferences of
the shares of Exchange Preferred Stock and Mirror Preferred Stock delivered in
exchange for a share of Seventh Series will equal the Seventh Series
Liquidation Preference on the effective date of the Redemption Event. The
Mirror Preferred Stock will have an aggregate initial liquidation preference
equal to the product of the aggregate Seventh Series Liquidation Preference of
the shares of Seventh Series exchanged therefor and the quotient of (x) the
product of the amount of shares of the Redeemable Capital Stock for which each
share of Seventh Series is then convertible to be redeemed (determined
immediately prior to the effective date of the Redemption Event) and the
average of the daily Closing Prices of the Redeemable Capital Stock for the
period of ten consecutive Trading Days ending on the third Trading Day prior to
the effective date of the Redemption Event, divided by (y) the sum of the
amount determined pursuant to clause (x), plus the fair value of the shares of
stock or other securities or property (other than the Redeemable Capital Stock
being redeemed) that would have been receivable by a holder of Seventh Series
upon conversion thereof immediately prior to the effective date of the
Redemption Event (such fair value to be determined in the case of stock or
other securities with a Closing Price in the same manner as provided in clause
(x) and otherwise by the Board of Directors in the exercise of its judgment).
The shares of Exchange Preferred Stock will have an aggregate initial
liquidation preference equal to the difference between the aggregate Seventh
Series Liquidation Preference of the shares of Seventh Series exchanged
therefor and the aggregate initial liquidation preference of the Mirror
Preferred Stock. No shares of Exchange Preferred Stock will be issued in
exchange for the Seventh Series if the shares of Exchange Preferred Stock would
have no liquidation preference as a result of the above formula.

   (ix) If the Corporation effects a PCS Spin Off, the Corporation shall make
appropriate provision so that the holders of the Seventh Series have the right
to exchange their shares of Seventh Series on the effective date of the PCS
Spin Off for Exchange Preferred Stock of the Corporation and Mirror Preferred
Stock of the issuer of the PCS Spin Off Securities. The sum of the initial
liquidation preference of the shares of Exchange Preferred Stock and Mirror
Preferred Stock delivered in exchange for a share of Seventh Series will equal
the Seventh Series Liquidation Preference of a share of Seventh Series on the
effective date of the PCS Spin Off. The Mirror Preferred Stock will have an
aggregate liquidation preference equal to the product of the aggregate Seventh
Series Liquidation Preference of the shares of Seventh Series exchanged
therefor and the quotient of (x) the product of the number (or fraction) of PCS
Spin Off Securities that would have been receivable upon such PCS Spin Off by a
holder of the number of shares of PCS Group Common Stock issuable upon
conversion of a share of Seventh Series immediately prior to the effective date
of the PCS Spin Off and the average of the daily Closing Prices of the PCS Spin
Off Securities for the period of ten consecutive Trading Days commencing on the
tenth Trading Day following the effective date of the PCS Spin Off, divided by
(y) the sum of the amount determined pursuant to clause (x), plus the fair
value of the shares of PCS Group Common Stock and other securities or property
(other than PCS Spin Off Securities) that would have been receivable by a
holder of a share of Seventh Series in the PCS Spin Off following conversion
thereof immediately prior to the effective date of the PCS Spin Off (such fair
value to be determined in the case of PCS Group Common Stock or other
securities with a Closing Price in the same manner as provided in clause (x)
and otherwise by the Board of Directors in the exercise of its judgment). The
shares of Exchange Preferred

                                      2-38
<PAGE>

Stock will have an aggregate initial liquidation preference equal to the
difference between the aggregate Seventh Series Liquidation Preference of the
shares of Seventh Series exchanged therefor and the aggregate initial
liquidation preference of the Mirror Preferred Stock. No shares of Exchange
Preferred Stock will be issued in exchange for the Seventh Series if the shares
of Exchange Preferred Stock would have no liquidation preference as a result of
the above formula. From and after the effective date of such PCS Spin Off, the
holders of any shares of Seventh Series that have not been exchanged for Mirror
Preferred Stock and Exchange Preferred Stock as provided above shall have no
conversion rights under these provisions with respect to such PCS Spin Off
Securities.

   (f) With respect to the WorldCom Group Common Stock to be issued in
accordance with ARTICLE SIX, Section 9.11.3(a)(ii), the Board of Directors will
adjust the Common Stock Conversion Rate so that the amount of WorldCom Group
Common Stock to be so issued will not be diluted as a result of the events
described in Section 9.11.3(e), if such events were to occur with respect to
the WorldCom Group Common Stock.

   (g) The Corporation shall pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue or delivery of shares of
Corporation Common Stock on the conversion of Seventh Series; provided,
however, that the Corporation shall not be required to pay any tax that may be
payable in respect of any registration of transfer involved in the issue or
delivery of shares of Corporation Common Stock in a name other than that of the
registered holder of Seventh Series 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 the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

   9.11.4. Liquidation Rights. Subject to prior payment of preferred amounts to
which any Senior Stock is entitled, in the event of any liquidation,
dissolution or winding up of the Corporation the holders of the Seventh Series
will be entitled to receive out of the assets of the Corporation available for
distribution to shareholders, before any distribution of the assets shall be
made to the holders of the Corporation Common Stock or any other Junior Stock,
the sum of $1,000 per share (the "Seventh Series Liquidation Preference"), plus
in each case any accumulated and unpaid dividends (whether or not declared), to
the date of final distribution. If upon any liquidation, dissolution or winding
up of the Corporation the amounts payable with respect to the Seventh Series
and any other Parity Stock are not paid in full, the holders of the Seventh
Series and such Parity Stock will share ratably in any distribution of assets
in proportion to the full preferential amounts to which they are entitled.
After payment of the full amount of the liquidating distribution to which they
are entitled, the holders of Seventh Series shall not be entitled to any
further participation in any distribution of assets by the Corporation. A
consolidation or merger of the Corporation with or into one or more other
corporations (whether or not the Corporation is the corporation surviving such
consolidation or merger), or a sale, lease or exchange of all or substantially
all of the assets of the Corporation shall not be deemed to be a voluntary or
involuntary liquidation, dissolution, or winding up of the Corporation. Notice
of a liquidation, dissolution or winding up of the Corporation shall be filed
at each office or agency maintained for the purpose of conversion of the
Seventh Series, and shall be mailed to the holders of Seventh Series at their
last addresses as they shall appear on the stock register of the Corporation,
at least 20 Business Days before any such action, stating the date on which any
such action is expected to become effective. The failure to give or receive the
notice required by this Section 9.11.4 or any defect therein shall not affect
the legality or validity of any such action.

   9.11.5. Redemption. (a) General. Except as provided below and in Section
9.11.5(h), the Seventh Series shall not be redeemed by the Corporation prior to
November 23, 2001. The Corporation may at its option redeem the Seventh Series
in whole or in part after November 23, 2001, at any time or from time to time,
upon at least thirty days' prior notice, at a redemption price equal to the
Seventh Series Liquidation Preference per share of Seventh Series, plus any
accumulated and unpaid dividends (whether or not declared) up to but excluding
such redemption date. In connection with a PCS Spin Off or a Redemption Event,
the Corporation may, at its option, redeem the Seventh Series in whole after
November 23, 2000, and before November 23, 2001, upon at least thirty days
prior notice, at a redemption price equal to the Seventh Series Premium Price
per share of Seventh Series, plus any accumulated and unpaid dividends (whether
or not

                                      2-39
<PAGE>

declared) up to but excluding such redemption date, which redemption shall be
deemed effective immediately prior to the consummation of the PCS Spin Off or
the Redemption Event. If less than all the outstanding Seventh Series is to be
redeemed, the shares to be redeemed shall be selected pro rata as nearly as
practicable or by lot, or by such other method as may be determined by the
Board of Directors to be equitable, without regard to whether the shares to be
redeemed are convertible into Common Stock and Series 1 PCS Stock, on the one
hand, or Series 2 Common Stock and Series 2 PCS Stock, on the other hand.
Shares of Seventh Series so redeemed shall be cancelled and upon such
cancellation shall be deemed to be authorized and unissued shares of Preferred
Stock, without par value, of the Corporation but shall not be reissued as
shares of Seventh Series.

   (b) Mandatory Redemption. To the extent permitted by law, the Corporation
shall redeem, on November 23, 2008 (or, if such day is not a Business Day, on
the first Business Day thereafter) (subject to extension as provided in the
last sentence of this Section 9.11.5(b), the "Mandatory Redemption Date"), all
remaining shares of Seventh Series then outstanding, at the redemption price of
$1,000 for each share outstanding, plus an amount in cash equal to all accrued
but unpaid dividends thereon to the Mandatory Redemption Date. Prior to
authorizing or making such redemption with respect to the Seventh Series, the
Corporation, by resolution of the Board of Directors, shall, to the extent of
funds legally available therefor, declare a dividend on the Seventh Series
payable on the Mandatory Redemption Date in an amount equal to any accrued and
unpaid dividends on the Seventh Series as of such date and, if the Corporation
does not have sufficient legally available funds to declare and pay all
dividends accrued at the time of such redemption, any remaining accrued but
unpaid dividends shall be added to the redemption price. After paying any
accrued and unpaid dividends pursuant to the foregoing sentence, if the funds
of the Corporation legally available for redemption of shares of the Seventh
Series then required to be redeemed are insufficient to redeem the total number
of such shares then outstanding, those funds which are legally available shall
be used to redeem the maximum possible number of shares of the Seventh Series.
At any time and from time to time thereafter, when additional funds of the
Corporation are legally available to discharge its obligation to redeem all of
the outstanding shares of Seventh Series required to be redeemed pursuant to
this section (the "Mandatory Redemption Obligation"), such funds shall be
immediately used to discharge such Mandatory Redemption Obligation until the
balance of such shares have been redeemed. If and so long as the Mandatory
Redemption Obligation shall not be fully discharged, (i) dividends on any
remaining outstanding shares of Seventh Series shall continue to accrue and be
added to the dividend payable pursuant to the second preceding sentence and
(ii) the Corporation shall not declare or pay any dividend or make any
distribution on any Parity Stock or Junior Stock. With respect to any Exchange
Preferred Stock or Mirror Preferred Stock, the Mandatory Redemption Date shall
be the later to occur of (A) November 23, 2008, and (B) the fifth anniversary
of the date of issuance of such Exchange Preferred Stock or Mirror Preferred
Stock.

   (c) Notice. The Corporation will provide notice of any redemption of shares
of Seventh Series to holders of record of the Seventh Series to be redeemed not
less than 30 nor more than 60 days prior to the date fixed for such redemption.
Such notice shall be provided by first-class mail postage prepaid, to each
holder of record of the Seventh Series to be redeemed, at such holder's address
as it appears on the stock transfer books of the Corporation. Each such mailed
notice shall state, as appropriate, the following:

   (i) the redemption date;

   (ii) the number of shares of Seventh Series to be redeemed and, if fewer
than all the shares held by any holder are to be redeemed, the number of such
shares to be redeemed from such holder;

   (iii) the redemption price;

   (iv) the place or places where stock certificates for such shares are to be
surrendered for redemption;

   (v) the amount of full cumulative dividends per share of Seventh Series to
be redeemed accrued and unpaid up to but excluding such redemption date, and
that dividends on shares of Seventh Series to be

                                      2-40
<PAGE>

redeemed will cease to accrue on such redemption date unless the Corporation
shall default in payment of the redemption price plus such full cumulative
dividends accrued and unpaid thereon;

   (vi) the name and location of any bank or trust company with which the
Corporation will deposit redemption funds pursuant to subsection (e) below;

   (vii) the then effective Seventh Series Conversion Price (as determined
under Section 9.11.3); and

   (viii) that the right of holders to convert shares of Seventh Series to be
redeemed will terminate at the close of business on the Business Day next
preceding the date fixed for redemption (unless the Corporation shall default
in the payment of the redemption price and such full cumulative dividends
accrued and unpaid thereon).

Any notice that is mailed as set forth above shall be conclusively presumed to
have been duly given, whether or not the holder of shares of Seventh Series
receives such notice, and failure to give such notice by mail, or any defect in
such notice, to the holders of any shares designated for redemption shall not
affect the validity of the proceedings for the redemption of any other shares
of Seventh Series.

   (d) Mechanics of Redemption. Upon surrender in accordance with the aforesaid
notice of the stock certificate for any shares so redeemed (duly endorsed or
accompanied by appropriate instruments of transfer if so required by the
Corporation), the holders of record of such shares shall be entitled to receive
the redemption price, without interest, plus full cumulative dividends thereon
accrued and unpaid up to but excluding such redemption date out of funds
legally available therefor. If fewer than all the shares represented by any
such stock certificate are redeemed, a new stock certificate representing the
unredeemed shares shall be issued without cost to the holder thereof.

   (e) Redemption Funds. On the date of any redemption being made pursuant to
this Section, the Corporation shall, and at any time after notice of such
redemption shall have been mailed and before the date of redemption the
Corporation may, deposit for the benefit of the holders of shares of Seventh
Series to be redeemed the funds necessary for such redemption with a bank or
trust company in the City of New York having a capital and surplus of at least
$1 billion, with instructions to such bank or trust company to pay the full
redemption amounts as provided herein to the holders of shares of Seventh
Series upon surrender of stock certificates for such shares; provided, however,
that the making of such deposit shall not release the Corporation from any of
its obligations hereunder. Any moneys so deposited by the Corporation and
unclaimed at the end of two years from the date designated for such redemption
shall revert to the general funds of the Corporation and, upon demand, such
bank or trust company shall pay over to the Corporation such unclaimed amounts
and thereupon such bank or trust company shall be relieved of all
responsibility in respect thereof and any holder of shares of Seventh Series so
redeemed shall look only to the Corporation for the payment of the full
redemption amounts, as provided herein.

   (f) Rights After Redemption. Notice of redemption having been given as
aforesaid, upon the deposit pursuant to Section 9.11.5(e) of the full
redemption amounts as provided herein in respect of all shares of Seventh
Series then to be redeemed, notwithstanding that any stock certificates for
such shares shall not have been surrendered in accordance with Section
9.11.5(d), from and after the date of redemption designated in the notice of
redemption: (i) the shares represented thereby shall no longer be deemed
outstanding; (ii) the rights to receive dividends thereon shall cease to
accrue; and (iii) all rights of the holders of such shares of Seventh Series
shall cease and terminate, excepting only the right to receive the full
redemption amounts as provided herein without interest thereon. If the funds
deposited are not sufficient for redemption of the shares of the Seventh Series
that were to be redeemed, then no stock certificates evidencing such shares
shall be deemed surrendered and such shares shall remain outstanding and the
rights of holders of shares of Seventh Series shall continue to be those of
holders of shares of the Seventh Series.

   (g) Restrictions on Redemption and Purchase. Notwithstanding any provision
of this Section 9.11.5(g) to the contrary, in the event that any quarterly
dividend payable on the Seventh Series shall be in arrears and

                                      2-41
<PAGE>

until all such dividends in arrears shall have been paid or declared and set
apart for payment, the Corporation shall not redeem any shares of Parity Stock
or Junior Stock unless all outstanding shares of Seventh Series are
simultaneously redeemed and shall not purchase or otherwise acquire any shares
of Seventh Series or any Parity Stock or Junior Stock except (i) by conversion
into or exchange for stock ranking junior as to dividends or (ii) in accordance
with a purchase or exchange offer made by the Corporation to all holders of
record of Seventh Series and such Parity Stock upon the same terms as to
holders of any series and, in the case of offers relating to more than one
series, upon such terms as between such series as the Board of Directors or, to
the extent permitted by applicable law, any authorized committee thereof, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series of stock, will result in fair and
equitable treatment as between such series, which determination shall be
conclusive.

   (h) The Corporation shall redeem the Seventh Series in whole or in part in
accordance with and to the extent required by Section 6.6 of the Restructuring
Agreement. With respect to any such redemption, (i) the provisions of Section
9.11.5(c) and Section 9.11.5(e) shall not apply and (ii) the restriction on
rights in Section 9.11.5(f) shall apply.

   9.11.6. Advance Notice of Certain Transactions. If the Corporation: (i)
takes any action which would require any adjustment to the Seventh Series
Conversion Price, the Common Stock Conversion Rate or the number of shares
issuable upon a conversion of the Seventh Series; (ii) is a party to a
consolidation, merger or binding share exchange, or transfers all or
substantially all of its assets to another person or entity, and any
shareholders of the Corporation must approve the transaction; or (iii)
voluntarily or involuntarily dissolves, liquidates or winds-up, then, in any
such event, the Corporation shall give to the holders of the Seventh Series, at
least 10 days prior to any record date or other date set for definitive action
if there shall be no record date, a notice stating the record date for and the
anticipated effective date of such action or event and, if applicable, whether
the Corporation will adjust the Seventh Series Conversion Price, the Common
Stock Conversion Rate or the number of shares issuable upon a conversion of the
Seventh Series. Notwithstanding the foregoing, notice shall be given no later
than the time any required notice of such action or event is given to the
holders of PCS Group Common Stock or WorldCom Group Common Stock.

   9.11.7. Reservation of Shares. The Corporation shall at all times keep
available and reserved for the purpose of issuance upon conversion of shares of
Seventh Series the number of shares of its Common Stock, Series 2 Common Stock,
Series 1 PCS Stock and Series 2 PCS Stock required for conversion of the
outstanding and any reserved shares of the Seventh Series. The Corporation
shall take all corporate and other actions necessary to ensure that all shares
of Corporation Common Stock issuable on conversion of Seventh Series will upon
issuance be duly and validly authorized and issued, fully paid and
nonassessable.

   9.11.8. Certain Protective Provisions. If at any time the full cumulative
dividends on shares of the Seventh Series have not been paid or declared and
set aside for payment for the current and all past quarterly dividend periods,
the Corporation (a) will not declare, or pay, or set apart for payment any
dividends or make any distribution, on any class or series of Parity Stock or
Junior Stock, (b) will not redeem, purchase or otherwise acquire, or permit any
subsidiary to purchase or otherwise acquire, any shares of any class or series
of Parity Stock or Junior Stock; provided that notwithstanding the foregoing,
the Corporation may at any time redeem, purchase or otherwise acquire shares of
Junior Stock in exchange for, or out of the net cash proceeds from the
substantially simultaneous sale of, other shares of Junior Stock, and (c) will
not redeem pursuant to redemption rights in the terms of such stock any Parity
Stock unless at the same time it redeems all the shares of the Seventh Series.

   9.11.9. Voting Rights. Except as otherwise required by law, each outstanding
share of the Seventh Series shall be entitled to vote on all matters in respect
of which the holders of Corporation Common Stock are entitled to vote, and the
holders of the Seventh Series shall vote together with the holders of all other
classes or series of capital stock that have general voting power on all such
matters as a single class; provided, however, that the affirmative vote or
consent of two-thirds of the votes to which the holders of the outstanding
shares of

                                      2-42
<PAGE>

the Seventh Series are entitled shall be necessary for authorizing, effecting
or validating the amendment, alteration or repeal of any or the provisions of
these Articles of Incorporation or of any amendment hereto (including any
certificate of designation or any similar document relating to any series of
Preferred Stock) which would materially and adversely affect the voting powers,
preferences, rights, powers or privileges, qualifications, limitations and
restrictions of the Seventh Series; provided, however, that neither (a) the
creation, issuance, or increase in the amount of authorized shares of any
series of Preferred Stock nor (b) the consummation of any transaction described
in Section 9.11.3 in which the voting powers, preferences, rights, powers or
privileges, qualifications, limitations and restrictions of the Seventh Series
are addressed as contemplated by such Section 9.11.3 will (in either such case)
be deemed to materially and adversely affect such voting powers, preferences,
rights, powers or privileges, qualifications, limitations and restrictions of
the Seventh Series.

   On each matter to be voted on by the holders of the Seventh Series, each
outstanding share of the Seventh Series is entitled to a number of votes equal
to the number of votes that could be cast with respect to such matter by the
holder of that number of shares of WorldCom Group Common Stock and PCS Group
Common Stock into which such share of Seventh Series could be converted if the
requirements for conversion under Section 9.11.3(c) had been satisfied by such
voting party on the record date for determining the shareholders of the
Corporation who are entitled to vote with respect to such matter.

   9.12. Series 8 Junior Participating Preferred Stock.

   9.12.1. Designation and Amount. There shall be 1,250,000 shares of Preferred
Stock designated as Eighth Series.

   9.12.2. Dividends.

   (a) Subject to the prior and superior rights of the holders of any shares of
any other series of Preferred Stock, or any similar stock ranking prior and
superior to the shares of the Eighth Series with respect to dividends, the
holders of shares of the Eighth Series, in preference to the holders of
Corporation Common Stock and any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the shares of the
Eighth Series (for purpose only of this Section 9.12 and collectively with the
Corporation Common Stock, "Junior Stock"), shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash, on January 1, April 1, July 1
and October 1 in each year (each such date being referred to herein as a
"Eighth Series Quarterly Dividend Payment Date") in an amount (rounded to the
nearest cent) equal to the greater of (a) $100.00 and (b) the product of the
PCS Group Multiple (as defined below) times the aggregate per share amount of
all cash dividends, plus the product of the PCS Group Multiple times the
aggregate per share amount (payable in cash, based upon the fair market value
at the time the noncash dividend or other distribution is declared as
determined in good faith by the Board of Directors) of all non-cash dividends
or other distributions other than a dividend payable in shares of PCS Group
Common Stock, or a subdivision of the outstanding shares of PCS Group Common
Stock (by reclassification or otherwise), declared (but not withdrawn) on the
PCS Group Common Stock since the immediately preceding Eighth Series Quarterly
Dividend Payment Date, or, with respect to the first Eighth Series Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of the Eighth Series.

   (b) As used herein, the PCS Group Multiple shall initially be 1,000. In the
event the Corporation shall (i) declare any dividend on PCS Group Common Stock
payable in shares of PCS Group Common Stock, (ii) subdivide the outstanding PCS
Group Common Stock, or (iii) combine the outstanding PCS Group Common Stock
into a smaller number of shares, then in each such case the PCS Group Multiple
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of PCS Group Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of PCS
Group Common Stock that were outstanding immediately prior to such event.

                                      2-43
<PAGE>

   (c) The Corporation shall declare a dividend or distribution on the Eighth
Series as provided above in paragraph (a) of this Section 9.12.2 immediately
after it declares a dividend or distribution on the PCS Group Common Stock
(other than a dividend payable in shares of PCS Group Common Stock); provided,
however, that in the event no dividend or distribution shall have been declared
on the PCS Group Common Stock during the period between any Eighth Series
Quarterly Dividend Payment Date and the next subsequent Eighth Series Quarterly
Dividend Payment Date, the minimum quarterly dividend of $100.00 on the Eighth
Series shall nevertheless be payable on such subsequent Eighth Series Quarterly
Dividend Payment Date.

   (d) Dividends shall begin to accrue and are cumulative on outstanding shares
of Eighth Series from the Eighth Series Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Eighth Series, unless the date of
issue of such shares of Eighth Series is prior to the record date for the first
Quarterly 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 Eighth Series Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Eighth Series
entitled to receive a quarterly dividend and before such Eighth Series
Quarterly Dividend Payment Date, in either of which cases such dividends shall
begin to accrue and be cumulative from such Eighth Series Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall cumulate but shall not bear
interest. Dividends paid on the shares of Eighth Series 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.

   9.12.3. Voting Rights. Except as prescribed by law and in addition to the
rights provided for in this ARTICLE SIX, the holders of the shares of the
Eighth Series shall be entitled to vote at any annual or special meeting of the
shareholders, for each share of Eighth Series, a number of votes equal to the
product of the PCS Group Multiple then in effect times the highest number of
votes that each share of PCS Group Common Stock entitles its holder to vote at
such meeting of shareholders. The holders of the shares of the Eighth Series
shall be entitled to exercise such voting rights with the holders of Series 1
PCS Stock, without distinction as to class, at any annual or special meeting of
shareholders for the election of directors and on any other matter submitted to
a vote of the shareholders at such meeting. Except as otherwise provided
herein, in these Articles of Incorporation, in any articles of amendment to
these Articles of Incorporation establishing a series of Preferred Stock or any
similar stock or otherwise required by law, the holders of the shares of the
Eighth Series and the holders of Corporation Common Stock shall vote together
as a single class on all matters submitted to a vote of shareholders of the
Corporation.

   9.12.4. Certain Restrictions. (a) Whenever quarterly dividends or other
dividends or distributions payable on the shares of the Eighth Series as
provided in Section 9.12.2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of the
Eighth Series outstanding shall have been paid in full, the Corporation shall
not:

   (i) declare or pay dividends (except a dividend payable in PCS Group Common
Stock and/or any other Junior Stock) on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of Junior
Stock;

   (ii) declare or pay dividends on or make any other distribution on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) (for purposes only of this Section
9.12, "Parity Stock") with the shares of the Eighth Series, except dividends
paid ratably on the shares of the Eighth Series 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;

   (iii) redeem or purchase or otherwise acquire for consideration any shares
of Parity Stock; provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of such Parity Stock in exchange for shares of
Junior Stock; or

                                      2-44
<PAGE>

   (iv) purchase or otherwise acquire for consideration any shares of the
Eighth Series, or any shares of Parity 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 Section 9.12.4(a), purchase or
otherwise acquire such shares at such time and in such manner.

   9.12.5. Reacquired Shares. Any shares of the Eighth Series purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall
upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth in these Articles of
Incorporation, in any articles of amendment to these Articles of Incorporation
establishing a series of Preferred Stock or any similar stock or as otherwise
required by law.

   9.12.6. Liquidation, Dissolution or Winding Up. (a) In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of the shares of the Eighth Series shall be entitled
to receive, in preference to the holders of Junior Stock, the greater of (a)
$1,000.00 per share, plus accrued dividends to the date of distribution,
whether or not earned or declared, and (b) an amount per share equal to the
product of the PCS Group Multiple then in effect times the aggregate amount to
be distributed per share to holders of PCS Group Common Stock.

   (b) In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the holders of Parity Stock shall not receive
any distributions except for distributions made ratably on the Eighth Series
and all other 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.

   9.12.7. Consolidation, Merger, etc. In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of PCS Group Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
the Eighth Series shall at the same time be similarly exchanged or changed in
an amount per share equal to the product of the PCS Group Multiple then in
effect 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 PCS Group Common Stock is changed or exchanged.

   9.12.8. Ranking. The shares of the Eighth Series shall rank junior to all
other series of Preferred Stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise. The shares of the Eighth Series shall rank on a parity with the
Third Series as to the payment of dividends and the distribution of assets.
Nothing herein shall preclude the Board of Directors from creating any
additional series of Preferred Stock or any Parity Stock.

   9.12.9. Fractional Shares. Shares of the Eighth Series may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of shares of the Eighth Series.

   Section 10. Definitions. For purposes of ARTICLE FIVE and ARTICLE SIX of
these Articles of Incorporation, the following terms have the following
meanings (with terms defined in the singular having comparable meaning when
used in the plural and vice versa), unless the context otherwise requires. As
used in this Section 10, a "contribution" or "transfer" of assets or properties
from one Business Group to another

                                      2-45
<PAGE>

refers to the reattribution of such assets or properties from the contributing
or transferring Business Group to the other Business Group and correlative
phrases have correlative meanings.

   "Affiliate" means, with respect to any 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 Person.

   "Alien" means "aliens," "their representatives," "a foreign government or
representatives thereof" or "any corporation organized under the laws of a
foreign country" as such terms are used in Section 310(b)(4) of the
Communications Act of 1934, as amended, or as hereafter may be amended, or any
successor provision of law.

   "Applicable Law" means all applicable provisions of all (a) constitutions,
treaties, statutes, laws (including common law), rules, regulations, ordinances
or codes of any Governmental Authority and (b) orders, decisions, injunctions,
judgments, awards and decrees of any Governmental Authority.

   "Articles of Incorporation" means the Third Amended and Restated Articles of
Incorporation of the Corporation, as amended or supplemented from time to time.

   "Associate" has the meaning ascribed to such term in Rule 12b-2 under the
Exchange Act.

   "Average Trading Price" of a share of any class or series of capital stock
of the Corporation on any day means the average Closing Price of such capital
stock determined over the 20 Trading Days immediately preceding the date of
such determination; provided that for purposes of this definition only, in
determining the "Closing Price" of a share of any class or series of capital
stock for such 20 Trading Day period, (i) the "Closing Price" of a share of
capital stock on any day prior to any "ex-dividend" date or any similar date
occurring during such period for any dividend or distribution (other than any
dividend or distribution contemplated by clause (ii)(B) of this definition)
paid or to be paid with respect to such capital stock shall be reduced by the
Fair Value of the per share amount of such dividend or distribution and (ii)
the "Closing Price" of any share of capital stock on any day prior to (A) the
effective date of any subdivision (by stock split or otherwise) or combination
(by reverse stock split or otherwise) of outstanding shares of such class of
capital stock occurring during such period or (B) any "ex-dividend" date or any
similar date occurring during such period for any dividend or distribution with
respect to such capital stock to be made in shares of such class or series of
capital stock or Convertible Securities that are convertible, exchangeable or
exercisable for such class or series of capital stock, shall be appropriately
adjusted, as determined by the Board of Directors, to reflect such subdivision,
combination, dividend or distribution.

   "Beneficial Owner" (including, with its correlative meanings, "Beneficially
Own", "Beneficial Ownership" and "Beneficially Owned"), with respect to any
securities, means any Person which:

   (a) has, or any of whose Affiliates or Associates has, directly or
indirectly, the right to acquire (whether such right is exercisable immediately
or only after the passage of time) such securities pursuant to any agreement,
arrangement or understanding (whether or not in writing), including, without
limitation, upon the exercise of conversion rights, exchange rights, warrants
or options, or otherwise;

   (b) has, or any of whose Affiliates or Associates has, directly or
indirectly, the right to vote or dispose of (whether such right is exercisable
immediately or only after the passage of time) or has "beneficial ownership" of
(as determined pursuant to Rule 13d-3 under the Exchange Act but including all
such securities which a Person has the right to acquire beneficial ownership of
whether or not such right is exercisable within the 60-day period specified
therein) such securities, including pursuant to any agreement, arrangement or
understanding (whether or not in writing); or

   (c) has, or any of whose Affiliates or Associates has, any agreement,
arrangement or understanding (whether or not in writing) for the purpose of
acquiring, holding, voting or disposing of any securities which are
Beneficially Owned, directly or indirectly, by any other Person (or any
Affiliate thereof);

                                      2-46
<PAGE>

provided that prior to the conversion thereof (other than during the 90-day
period following the Conversion Trigger Date set forth in ARTICLE SIX, Section
7.5.5), a holder of Series 2 PCS Stock or Series 2 Common Stock shall not be
deemed to Beneficially Own the shares of Series 1 PCS Stock or Common Stock
issuable upon conversion thereof; provided, further that any shares of Series
1 PCS Stock and Common Stock held by one of FT or DT or its Affiliates or
Associates shall not also be deemed to be Beneficially Owned by the other of
FT or DT or its Affiliates or Associates.

   "Board of Directors" means the board of directors of the Corporation.

   "Business Day" means any day other than a day on which commercial banks in
the City of New York are required or authorized by law to be closed.

   "Business Group" means, as of any date, the WorldCom Group or the PCS
Group, as the case may be.

   "Bylaws" means the Restated Bylaws of the Corporation, as amended or
supplemented from time to time.

   "Cable Holder" means any of:

   (a) Tele-Communications, Inc., a Delaware corporation, Comcast Corporation,
a Pennsylvania corporation, or Cox Communications, Inc., a Delaware
corporation;

   (b) any Affiliate of an entity identified in clause (a) of this definition;

   (c) any successor (by operation of law or otherwise) of an entity
identified in clauses (a) or (b) of this definition so long as such successor
remains an Affiliate of an entity identified in clause (a) or (b);

   (d) any entity controlled by two or more entities identified in clauses (a)
through (c) of this definition or this clause (d) even if such entity is not
considered an Affiliate of any individual entity so identified; and

   (e) for purposes of ARTICLE SIX, Section 7.5.2 only, with respect to any
Transfer of shares of Series 2 PCS Stock, the transferee of such shares if (i)
at the time of such Transfer, the transferor was a Cable Holder under any of
clauses (a) through (d) of this definition, (ii) after giving effect to such
Transfer, the transferee was an Associate of the transferor, (iii) immediately
prior to such Transfer, the transferee was identified in writing by the
transferor as a "Cable Holder" under this clause (e), and (iv) the transferor
and transferee satisfied the conditions set forth in Section 2.4 of the
applicable Cable Holder Standstill Agreement.

   "Cable Holder Standstill Agreements" means the Standstill Agreements, dated
as of May 26, 1998, by and between Sprint and each of certain Cable Holders,
and any Standstill Agreements in the form thereof entered into from time to
time between Sprint and certain transferee Affiliates and Associates of such
Cable Holders.

   "Closing Price" means, with respect to a security on any day, the last sale
price, regular way, or in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the NYSE or, if such
security is not listed or admitted to trading on such exchange, as reported in
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
security is listed or admitted to trading or, if the security is not listed or
admitted to trading on any national securities exchange, the last quoted sale
price on NASDAQ or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations System or such
other system then in use, or, if on any such date such security is not quoted
by any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the security
selected in good faith by the Board of Directors. If the security is not
publicly held or so listed or publicly traded, "Closing Price" means the Fair
Market Value of such security.

                                     2-47
<PAGE>

   "Common Stock" has the meaning set forth in the "Designation" column in
ARTICLE SIX, Section 1.1.

   "Control" means, with respect to a Person or Group, any of the following:

   (a) ownership by such Person or Group of Votes entitling it to exercise in
the aggregate more than 35 percent of the Voting Power of the entity in
question; or

   (b) possession by such Person or Group of the power, directly or
indirectly, (i) to elect a majority of the board of directors (or equivalent
governing body) of the entity in question; or (ii) to direct or cause the
direction of the management and policies of or with respect to the entity in
question, whether through ownership of securities, by contract or otherwise.

   "Conversion Date" means the date fixed by the Board of Directors as the
effective date for the conversion of shares of PCS Group Common Stock into
shares of WorldCom Group Common Stock as shall be set forth in the notice to
holders of shares of PCS Group Common Stock and to holders of any Convertible
Securities that are convertible into or exchangeable or exercisable for shares
of PCS Group Common Stock required pursuant to ARTICLE SIX, Section 7.4(e).

   "Converted Series Shares" has the meaning set forth in ARTICLE SIX, Section
7.5.3.

   "Converted Votes" means, on any particular day, (i) in the case of a share
of Series 2 PCS Stock, the applicable PCS Per Share Vote a share of Series 1
PCS Group Common Stock would have had if the computation described in Section
3.2(a)(ii) had occurred on such day and (ii) in the case of a share of Series
2 Common Stock, one vote per share.

   "Convertible Securities" at any time means any securities of the
Corporation or of any Subsidiary thereof (other than shares of Corporation
Common Stock), including warrants and options, outstanding at such time that
by their terms are convertible into or exchangeable or exercisable for or
evidence the right to acquire any shares of any class or series of Corporation
Common Stock, whether convertible, exchangeable or exercisable at such time or
a later time or only upon the occurrence of certain events, pursuant to
antidilution provisions of such securities or otherwise.

   "Corporation" has the meaning set forth in ARTICLE ONE.

   "Corporation Common Stock" means the Common Stock, the Series 2 Common
Stock, the Series 1 PCS Stock and the Series 2 PCS Stock.

   "Current Market Price", on the Determination Date for any issuance of
rights or warrants or any distribution in respect of which the Current Market
Price is being calculated, means the average of the daily Closing Prices of
the Series 1 PCS Stock for the shortest of:

   (a) the period of 30 consecutive Trading Days commencing 45 Trading Days
before such Determination Date;

   (b) the period commencing on the date next succeeding the first public
announcement of the issuance of rights or warrants or the distribution in
respect of which the Current Market price is being calculated and ending on
the last full Trading Day before such Determination Date; and

   (c) the period, if any, commencing on the date next succeeding the Ex-
Dividend Date with respect to the next preceding issuance of rights or
warrants or distribution for which an adjustment is required by the provisions
of clause (D) of the first sentence of ARTICLE SIX, Section 9.11.3(e)(i),
Section 9.11.3(e)(ii) or Section 9.11.3(e)(iii), and ending on the last full
Trading Day before such Determination Date.

   If the record date for an issuance of rights or warrants or a distribution
for which an adjustment is required by the provisions of ARTICLE SIX, Section
9.11.3(e)(i)(D), Section 9.11.3(e)(ii) or Section 9.11.3(e)(iii) (the

                                     2-48
<PAGE>

"Preceding Adjustment Event") precedes the record date for the issuance or
distribution in respect of which the Current Market Price is being calculated
and the Ex-Dividend Date for such Preceding Adjustment Event is on or after the
Determination Date for the issuance or distribution in respect of which the
Current Market Price is being calculated, then the Current Market Price shall
be adjusted by deducting therefrom the fair market value (on the record date
for the issuance or distribution in respect of which the Current Market Price
is being calculated), as determined in good faith by the Board of Directors, of
the capital stock, rights, warrants, assets or evidences of indebtedness issued
or distributed in respect of each share of Series 1 PCS Stock in such Preceding
Adjustment Event. Further, in the event that the Ex-Dividend Date (or in the
case of a subdivision, combination or reclassification, the effective date with
respect thereto) with respect to a dividend, subdivision, combination or
reclassification to which clauses (A), (B), (C) or (D) of the first sentence of
ARTICLE SIX, Section 9.11.3(e)(i) applies occurs during the period applicable
for calculating the Current Market Price, then the Current Market Price shall
be calculated for such period in a manner determined in good faith by the Board
of Directors to reflect the impact of such dividend, subdivision, combination
or reclassification on the Closing Prices of the Series 1 PCS Stock during such
period.

   For purposes of ARTICLE SIX, Section 9.11, the Current Market Price of a
share of Series 2 PCS Stock as of any Determination Date shall be the Current
Market Price of a share of Series 1 PCS Stock as of such Determination Date.

   "Determination Date" for any issuance of rights or warrants or any
distribution to which ARTICLE SIX, Section 9.11.3(e)(i) or 9.11.3(e)(ii)
applies, means the earlier of (a) the record date for the determination of
shareholders entitled to receive the rights or warrants or the distribution to
which such Section applies and (b) the Ex-Dividend Date for such right,
warrants or distribution.

   "Director" means a member of the Board of Directors.

   "Disposition" means a sale, transfer, assignment or other disposition
(whether by merger, consolidation, sale or contribution of assets or stock or
otherwise) of properties or assets.

   "DT" means Deutsche Telekom AG, an Aktiengesellschaft formed under the laws
of Germany.

   "Effective Time" has the meaning set forth in the Merger Agreement.

   "Eighth Series" means the Series 8 Junior Participating Preferred Stock of
the Corporation.

   "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

   "Exchange Preferred Stock" means a series of convertible preferred stock of
the Corporation having terms, conditions, designations, dividend rights, voting
powers, rights on liquidation and other preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof that are identical, or as nearly so as is
practicable in the judgment of the Board of Directors, to those of the Seventh
Series for which such Exchange Preferred Stock is exchanged, except that (a)
the liquidation preference will be determined as provided in ARTICLE SIX,
Section 9.11.3(e)(vii) or Section 9.11.3(e)(viii), as applicable, (b) the
running of any time periods pursuant to the terms of the Seventh Series shall
be tacked to the corresponding time periods in the Exchange Preferred Stock and
(c) the Exchange Preferred Stock will not be convertible into, and the holders
will have no conversion rights thereunder with respect to, (i) in the case of a
redemption of Redeemable Capital Stock, the Redeemable Capital Stock redeemed,
or the Redemption Securities issued, in the Redemption Event, and (ii) in the
case of a PCS Spin Off, the PCS Spin Off Securities.

   "Ex-Dividend Date" shall mean the date on which "ex-dividend" trading
commences for a dividend, an issuance of rights or warrants or a distribution
to which any of ARTICLE SIX, Section 9.11.3(e)(i), Section 9.11.3(e)(ii) or
Section 9.11.3(e)(iii) applies in the over-the-counter market or on the
principal exchange on which the Series 1 PCS Stock is then quoted or listed.

                                      2-49
<PAGE>

   "Fair Market Value" means, with respect to any asset, shares or other
property, the cash price at which a willing seller would sell and a willing
buyer would buy such asset, shares or other property in an arm's-length
negotiated transaction without undue time restraints, as determined in good
faith by a majority of the Board of Directors.

   "Fair Value" means, in the case of equity securities or debt securities of a
class that has previously been Publicly Traded for a period of at least 15
months, the Market Value thereof (if such value, as so defined, can be
determined) or, in the case of an equity security or debt security that has not
been Publicly Traded for at least such period, means the fair value per share
of stock or per other unit of such other security, on a fully distributed
basis, as determined by an independent investment banking firm experienced in
the valuation of securities selected in good faith by the Board of Directors;
provided, however, that in the case of property other than securities, the
"Fair Value" thereof shall be determined in good faith by the Board of
Directors based upon such appraisals or valuation reports of such independent
experts as the Board of Directors shall in good faith determine to be
appropriate in accordance with good business practice. Any such determination
of Fair Value shall be described in a statement filed with the records of the
actions of the Board of Directors.

   "FCC" means the United States Federal Communications Commission.

   "Fifth Series" means the Series 5 Preferred Stock of the Corporation.

   "FON Exchange Ratio" has the meaning set forth in the Merger Agreement.

   "FT" means France Telecom SA, a societe anonyme formed under the laws of
France.

   "GBCC" has the meaning set forth in ARTICLE THREE.

   "Governmental Authority" means any federation, nation, state, sovereign, or
government, any federal, supranational, regional, state or local political
subdivision, any governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body,
arbitration panel, commission or other similar dispute resolving panel or body,
and any other entity exercising executive, legislative, judicial, regulatory or
administrative functions of a government.

   "Group" means any group within the meaning of Section 13(d)(3) of the
Exchange Act.

   "Lien" means any mortgage, pledge, security interest, adverse claim,
encumbrance, lien (statutory or otherwise) or charge of any kind (including any
agreement to give any of the foregoing, any conditional sale or other title
retention agreement, any lease in the nature thereof, and the filing of or
agreement to give any financing statement under the Uniform Commercial Code or
similar Applicable Law of any jurisdiction) or any other type of preferential
arrangement for the purpose, or having the effect, of protecting a creditor
against loss or securing the payment or performance of an obligation.

   "Market Price" means with respect to a security on any date, the Closing
Price of such security on the Trading Day immediately prior to such date. The
Market Price shall be deemed to be equal to, (a) in the case of a share of
Series 2 Common Stock, the Market Price of a share of Common Stock and (b) in
the case of a share of Series 2 PCS Stock, the Market Price of a share of
Series 1 PCS Stock. The Market Price of (i) any options, warrants, rights or
other securities convertible into or exchangeable or exercisable for Series 2
Common Stock shall be equal to the Market Price of options, warrants, rights or
other securities convertible into or exchangeable 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 exchangeable
or exercisable for Series 2 Common Stock and (ii) any options, warrants, rights
or other securities convertible into or exchangeable or exercisable for Series
2 PCS Stock shall be equal to the Market Price of options, warrants, rights or
other securities convertible into or exchangeable or exercisable for Series 1
PCS Stock upon the same terms and otherwise containing the same terms as such
options, warrants, rights or other securities convertible into or exchangeable
or exercisable for Series 2 PCS Stock.

                                      2-50
<PAGE>

   "Market Value" of a share of any class or series of capital stock of the
Corporation on any day means the average of the high and low reported sales
prices regular way of a share of such class or series on such day (if such day
is a Trading Day, and if such day is not a Trading Day, on the Trading Day
immediately preceding such day) or, in case no such reported sale takes place
on such Trading Day, the average of the reported closing bid and ask prices of
a share of such class or series on such Trading Day, in either case as reported
on the NYSE Composite Tape or, if the shares of such class or series are not
listed or admitted to trading on such exchange on such Trading Day, on the
principal national securities exchange in the United States on which the shares
of such class or series are listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange on such Trading Day, on
NASDAQ or, if the shares of such class or series are not listed or admitted to
trading on any national securities exchange or quoted on NASDAQ on such Trading
Day, the average of the closing bid and asked prices of a share of such class
or series in the over-the-counter market on such Trading Day as furnished by
any NYSE member firm selected from time to time by the Board of Directors or,
if such closing bid and asked prices are not made available by any such NYSE
member firm on such Trading Day, the Fair Value of a share of such class or
series; provided that, for purposes of determining the Market Value of a share
of any class or series of capital stock for any period:

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

   (ii) the "Market Value" of any share of capital stock on any day prior to
(A) the effective date of any subdivision (by stock split or otherwise) or
combination (by reverse stock split or otherwise) of outstanding shares of such
class of capital stock occurring during such period or (B) any "ex-dividend"
date or any similar date occurring during such period for any dividend or
distribution with respect to such capital stock to be made in shares of such
class or series of capital stock or Convertible Securities that are
convertible, exchangeable or exercisable for such class or series of capital
stock shall be appropriately adjusted, as determined by the Board of Directors,
to reflect such subdivision, combination, dividend or distribution.

   "MCI WorldCom" means MCI WORLDCOM, Inc., a Georgia corporation.

   "Merger" means the merger of Sprint with and into MCI WorldCom, as provided
for by the Merger Agreement.

   "Merger Agreement" means the Amended and Restated Agreement and Plan of
Merger dated as of March  .  , 2000, by and between MCI WorldCom and Sprint.

   "Mirror Preferred Stock" means convertible preferred stock issued by (a) in
the case of a redemption of Redeemable Capital Stock, the issuer of the
applicable Redemption Securities and (b) in the case of a PCS Spin Off, the
issuer of the applicable PCS Spin Off Securities and having terms,
designations, conditions, dividend rights, voting powers, rights on liquidation
and other preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof that are
identical, or as nearly so as is practicable in the judgment of the Board of
Directors, to those of the Seventh Series for which such Mirror Preferred Stock
is exchanged, except that (i) the liquidation preference will be determined as
provided in ARTICLE SIX, Section 9.11.3(e)(vii) or Section 9.11.3(e)(viii), as
applicable, (ii) the running of any time periods pursuant to the terms of the
Seventh Series shall be tacked to the corresponding time periods in the Mirror
Preferred Stock and (iii) the Mirror Preferred Stock shall be convertible into
the kind and amount of Redemption Securities or PCS Spin Off Securities, as
applicable, and other securities and property that the holder of a share of
Seventh Series in respect of which such Mirror Preferred Stock is issued
pursuant to the terms hereof would have received (A) in the case of the
redemption of Redeemable Capital Stock, upon such redemption had such share of
Seventh Series been converted immediately prior to the effective date of the
Redemption Event and (B) in the case of a PCS Spin Off, in such PCS Spin Off
had such share of Seventh Series been converted immediately prior to the record
date for such PCS Spin Off.

                                      2-51
<PAGE>

   "NASDAQ" means The Nasdaq National Market.

   "Net Proceeds" means, as of any date with respect to any Disposition of any
of the properties and assets attributed to the PCS Group, an amount, if any,
equal to what remains of the gross proceeds of such Disposition after payment
of, or reasonable provision is made as determined by the Board of Directors
for, (A) any taxes payable by the Corporation (or which would have been payable
but for the utilization of tax benefits attributable to the WorldCom Group) in
respect of such Disposition or in respect of any resulting dividend or
redemption pursuant to ARTICLE SIX, Section 7.1(a)(1)(A) or (B), (B) any
transaction costs, including, without limitation, any legal, investment banking
and accounting fees and expenses and (C) any liabilities (contingent or
otherwise) of or attributed to the PCS Group, including, without limitation,
any liabilities for deferred taxes or any indemnity or guarantee obligations of
the Corporation incurred in connection with the Disposition or otherwise, and
any liabilities for future purchase price adjustments and any preferential
amounts plus any accumulated and unpaid dividends in respect of Preferred Stock
attributed to the PCS Group. For purposes of this definition, any properties
and assets attributed to the PCS Group remaining after such Disposition shall
constitute "reasonable provision" for such amount of taxes, costs and
liabilities (contingent or otherwise) as the Board of Directors determines can
be expected to be supported by such properties and assets.

   "Newly Issued Shares" has the meaning set forth in ARTICLE SIX, Section
7.5.3.

   "NYSE" means the New York Stock Exchange, Inc.

   "Number Of Shares Issuable With Respect To The WorldCom Group Intergroup
Interest" means, as of the Effective Time, a number, determined at the
Effective Time, equal to the "Number of Shares Issuable With Respect To The FON
Group Intergroup Interest", as such term was defined in the Sprint Articles;
provided, however that such number shall from time to time thereafter be:

   (a) adjusted, as determined by the Board of Directors to be appropriate to
reflect equitably any subdivision (by stock split or otherwise) or combination
(by reverse stock split or otherwise) of the PCS Group Common Stock or any
dividend or other distribution of shares of PCS Group Common Stock to holders
of shares of PCS Group Common Stock or any reclassification of PCS Group Common
Stock;

   (b) decreased (but to not less than zero), if before such decrease such
number is greater than zero, by action of the Board of Directors by (i) the
number of shares of PCS Group Common Stock issued or sold by the Corporation
that, immediately prior to such issuance or sale, were included (as determined
by the Board of Directors pursuant to paragraph (c) of this definition) in the
Number Of Shares Issuable With Respect To The WorldCom Group Intergroup
Interest, (ii) the number of shares of PCS Group Common Stock issued upon
conversion, exchange or exercise of Convertible Securities that, immediately
prior to the issuance or sale of such Convertible Securities, were included in
the Number Of Shares Issuable With Respect To The WorldCom Group Intergroup
Interest, (iii) the number of shares of PCS Group Common Stock issued by the
Corporation as a dividend or other distribution (including in connection with
any reclassification or exchange of shares) to holders of WorldCom Group Common
Stock or shares of WorldCom Group Preferred Stock, as the case may be, (iv) the
number of shares of PCS Group Common Stock issued upon the conversion, exchange
or exercise of any Convertible Securities issued by the Corporation as a
dividend or other distribution (including in connection with any
reclassification or exchange of shares) to holders of WorldCom Group Common
Stock or shares of WorldCom Group Preferred Stock, as the case may be, (v) the
quotient of (A) the aggregate Fair Value of any PCS Group Preferred Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of PCS Group Preferred Stock) issued by the Corporation as a dividend or
other distribution (including in connection with any classification or exchange
of shares) to holders of WorldCom Group Common Stock or WorldCom Group
Preferred Stock, as the case may be, divided by (B) the Market Value of one
share of PCS Group Common Stock as of the date of issuance of such PCS Group
Preferred Stock (or Convertible Securities) or (vi) the number (rounded, if
necessary, to the nearest whole number) equal to the quotient of (A) the
aggregate Fair Value as of the date of contribution of properties or assets
(including cash) transferred from the PCS Group to the WorldCom Group in
consideration for a reduction in the Number

                                      2-52
<PAGE>

Of Shares Issuable With Respect To The WorldCom Group Intergroup Interest
divided by (B) the Market Value of one share of PCS Group Common Stock as of
the date of such transfer; and

   (c) increased by (i) the number of outstanding shares of PCS Group Common
Stock repurchased by the Corporation for consideration that had been attributed
to the WorldCom Group, (ii) the number (rounded, if necessary, to the nearest
whole number) equal to the quotient of (A) the Fair Value of properties or
assets (including cash) theretofore attributed to the WorldCom Group that are
contributed, by action of the Board of Directors, to the PCS Group in
consideration of an increase in the Number Of Shares Issuable With Respect To
The WorldCom Group Intergroup Interest, divided by (B) the Market Value of one
share of PCS Group Common Stock as of the date of such contribution and (iii)
the number of shares of PCS Group Common Stock into or for which Convertible
Securities are deemed converted, exchanged or exercised pursuant to the
penultimate sentence of the definition of "WorldCom Group";

provided, further, that the Board of Directors may make such subsequent changes
to the calculations made pursuant to subparagraphs (a), (b) and (c) immediately
above as may be required for purposes of accurately determining such number.

   "Optional Conversion Ratio" as of any date means the ratio of the Average
Trading Price of a share of Series 1 PCS Stock to the Average Trading Price of
a share of Common Stock; provided that such ratio would be determined over a
60-Trading Day period if the 20-Trading Day period normally used to determine
the Average Trading Price is less than 90% of such ratio as determined over a
60-Trading Day period.

   "Outstanding PCS Fraction," as of any date, means the fraction the numerator
of which shall be the number of shares of PCS Group Common Stock outstanding on
such date and the denominator of which shall
be the sum of (a) the number of shares of PCS Group Common Stock outstanding on
such date and (b) the Number Of Shares Issuable With Respect To The WorldCom
Group Intergroup Interest on such date. A statement setting forth the
Outstanding PCS Fraction as of the record date for the payment of any dividend
or distribution on PCS Group Common Stock and as of the end of each fiscal
quarter of the Corporation shall be filed by the Secretary of the Corporation
in the records of the actions of the Board of Directors not later than fifteen
Business Days after such date.

   "PCS" means a radio communications system of the type authorized under the
rules for broadband personal communications services designated as Subpart E of
Part 24 of the FCC's rules or similar Applicable Laws of any other country,
including the network, marketing, distribution, sales, customer interface and
operations functions relating thereto.

   "PCS Group Common Stock" means the Series 1 PCS Stock and the Series 2 PCS
Stock.

   "PCS Convertible Securities" means any or all options, warrants, securities
and rights which are convertible into or exercisable or exchangeable for PCS
Group Common Stock at the option of the holder thereof, or which otherwise
entitle the holder thereof to subscribe for, purchase or otherwise acquire PCS
Group Common Stock.

   "PCS Exchange Ratio" has the meaning set forth in the Merger Agreement.

   "PCS Group" means as of any date from and after November 23, 1998:

   (a) the interest on such date of the Corporation and any of its Subsidiaries
in any of the following Persons or any of their respective Subsidiaries
(including any successor thereto by merger, consolidation or sale of all or
substantially all of its assets, whether or not in connection with a Related
Business Transaction) (the "PCS Group Companies") and the corresponding
interests in their respective assets and liabilities and the businesses
conducted by such entities: SWV Six, Inc.; SWV One, Inc.; SWV Two, Inc.; SWV
Three, Inc.; SWV Four, Inc.; SWV Seven, Inc.; SWV Eight, Inc.; SWV One
Telephony Partnership; SWV Two Telephony Partnership; SWV Three Telephony
Partnership; Sprint Enterprises, L.P.; MinorCo, L.P.; Sprint Spectrum Holding

                                      2-53
<PAGE>

Company, L.P.; American PCS, L.P.; Cox Communications PCS, L.P.; NewTelco,
L.P.; Sprint Spectrum L.P.; American Personal Communications Holdings, Inc.;
American PCS Communications, LLC; APC PCS, LLC; APC Realty and Equipment
Company, LLC; Sprint Spectrum Finance Corporation; Sprint Spectrum Equipment
Company, L.P.; Sprint Spectrum Realty Company, L.P.; WirelessCo, L.P.; SWV
Five, Inc.; PhillieCo Partners I, L.P.; PhillieCo Partners II, L.P.; PhillieCo
Sub, L.P.; PhillieCo., L.P.; PhillieCo Equipment & Realty Company, L.P.;
SprintCom, Inc.; SprintCom Equipment Company L.P.; PCS Leasing Co., L.P.; Cox
PCS Assets, L.L.C.; and Cox PCS License, L.L.C.; and any other Person
attributed to the "PCS Group" as such term was defined in the Sprint Articles.

   (b) all assets and liabilities of the Corporation and its subsidiaries
attributed by the Board of Directors to the PCS Group, whether or not such
assets or liabilities are or were also assets or liabilities of any of the PCS
Group Companies;

   (c) all properties and assets transferred to the PCS Group from the WorldCom
Group (other than a transaction pursuant to paragraph (d) of this definition)
after November 23, 1998 pursuant to transactions in the ordinary course of
business of both the WorldCom Group and the PCS Group or otherwise as the Board
of Directors may have directed as permitted by this ARTICLE SIX;

   (d) all properties and assets transferred to the PCS Group from the WorldCom
Group in connection with an increase in the Number Of Shares Issuable With
Respect To The WorldCom Group Intergroup Interest; and

   (e) the interest of the Corporation or any of its Subsidiaries in any
business or asset acquired and any liabilities assumed by the Corporation or
any of its Subsidiaries outside of the ordinary course of business and
attributed to the PCS Group, as determined by the Board of Directors as
contemplated by ARTICLE SIX, Section 8.1(a); provided that:

   (i) from and after the payment date of any dividend or other distribution
with respect to shares of PCS Group Common Stock (other than a dividend or
other distribution payable in shares of PCS Group Common Stock, with respect to
which adjustment shall be made as provided in the definition of "Number Of
Shares Issuable In Respect Of The WorldCom Group Intergroup Interest," or in
securities of the Corporation attributed to the PCS Group, for which provision
shall be made as set forth in clause (ii) of this proviso), the PCS Group shall
no longer include an amount of assets or properties previously attributed to
the PCS Group of the same kind as so paid in such dividend or other
distribution with respect of shares of PCS Group Common Stock as have a Fair
Value on the record date for such dividend or distribution equal to the product
of (A) the Fair Value on such record date of the aggregate of such dividend or
distribution to holders of shares of PCS Group Common Stock declared and (B) a
fraction the numerator of which is equal to the WorldCom Group Intergroup
Interest Fraction in effect on the record date for such dividend or
distribution and the denominator of which is equal to the Outstanding PCS
Fraction in effect on the record date for such dividend or distribution (and in
such eventuality such assets as are no longer included in the PCS Group shall
be attributed to the WorldCom Group in accordance with the definition of
"WorldCom Group"); and

   (ii) if the Corporation shall pay a dividend or make some other distribution
with respect to shares of PCS Group Common Stock payable in securities of the
Corporation that are attributed to the PCS Group for purposes of this ARTICLE
SIX (other than PCS Group Common Stock), there shall be excluded from the PCS
Group an interest in the PCS Group equivalent to the number or amount of such
securities that is equal to the product of the number or amount of securities
so distributed to holders of PCS Group Common Stock multiplied by the fraction
specified in clause (i)(B) of this proviso (determined as of the record date
for such distribution) (and such interest in the PCS Group shall be attributed
to the WorldCom Group) and, to the extent interest is or dividends are paid on
the securities so distributed, the PCS Group shall no longer include a
corresponding ratable amount of the kind of assets paid as such interest or
dividends as would have been paid in respect of the securities equivalent to
such interest in the PCS Group deemed held by the WorldCom Group if the
securities equivalent to such interest were outstanding (and in such
eventuality such assets as are no longer included in the PCS Group shall be
attributed to the WorldCom Group in accordance with the definition of "WorldCom
Group").

                                      2-54
<PAGE>

   The Corporation may also, to the extent a dividend or distribution on the
PCS Group Common Stock has been paid in Convertible Securities that are
convertible into or exchangeable or exercisable for PCS Group Common Stock,
cause such Convertible Securities as are deemed to be held by the WorldCom
Group in accordance with the third-to-last sentence of the definition of
"WorldCom Group" and clause (ii) of the proviso to the immediately preceding
sentence to be deemed to be converted, exchanged or exercised as provided in
the penultimate sentence of the definition of "WorldCom Group," in which case
such Convertible Securities shall no longer be deemed to be held by the
WorldCom Group.

   "PCS Group Disposition Date" has the meaning set forth in ARTICLE SIX,
Section 7.1(a).

   "PCS Group Preferred Stock" means Preferred Stock to the extent attributed
to the PCS Group in accordance with ARTICLE SIX, Section 9.

   "PCS Group Subsidiary" has the meaning set forth in ARTICLE SIX, Section
7.2.

   "PCS Per Share Vote" has the meaning set forth in ARTICLE SIX, Section 3.2.

   "PCS Spin Off" means the distribution of stock of a Subsidiary of the
Corporation as a dividend to all holders of PCS Group Common Stock.


   "PCS Spin Off Securities" means stock of a Subsidiary of the Corporation
that is distributed to holders of PCS Group Common Stock in a PCS Spin Off.

   "Person" means an individual, a partnership, an association, a joint
venture, a corporation, a business, a trust, any entity organized or existing
under applicable law, an unincorporated organization or any Governmental
Authority.

   "Preferred Stock" has the meaning set forth in the "Designation" column in
ARTICLE SIX, Section 1.1.

   "Publicly Traded" with respect to any security means (a) registered under
Section 12 of the Exchange Act (or any successor provision of law), and (b)
listed for trading on the NYSE or the American Stock Exchange (or any national
securities exchange registered under Section 7 of the Exchange Act (or any
successor provision of law), that is the successor to either such exchange) or
quoted on NASDAQ (or any successor system).

   "Recapitalization" means the reclassification of, among other things,
certain outstanding shares of Sprint capital stock to be effected pursuant to
the terms set forth in the Restructuring Agreement.

   "Record date" means such date as from time to time fixed by the Board of
Directors with respect to the receipt of dividends, the receipt of a
redemption price upon redemption or the taking of any action or exercise of
any voting rights.

   "Redeemable Capital Stock" means a class or series of capital stock of the
Corporation that provides by its terms a right in favor of the Corporation to
call, redeem, exchange or otherwise acquire all of the outstanding shares or
units of such class or series.

   "Redemption Date" means the date fixed by the Board of Directors for the
redemption of (a) any shares of capital stock of the Corporation pursuant to
ARTICLE SIX, Section 2.2 or (b) shares of PCS Group Common Stock as shall be
set forth in the notice to holders of shares of PCS Group Common Stock and to
holders of any Convertible Securities that are convertible into or
exchangeable or exercisable for shares of PCS Group Common Stock required
pursuant to ARTICLE SIX, Section 7.4.

   "Redemption Securities" means any debt or equity securities of the
Corporation, any of its Subsidiaries, 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 pursuant to
ARTICLE SIX,

                                     2-55
<PAGE>

Section 2.2(b), in the opinion of an investment banking firm of recognized
national standing selected by the Board of Directors (which may be a firm which
provides other investment banking, brokerage or other services to the
Corporation), have a Market Price, at the time notice of redemption is given
pursuant to ARTICLE SIX, Section 2.2(d), at least equal to the redemption price
required to be paid by ARTICLE SIX, Section 2.2(a).

   "Related Business Transaction" means any Disposition of all or substantially
all the properties and assets attributed to the PCS Group in a transaction or
series of related transactions that result in the Corporation receiving in
consideration of such properties and assets primarily equity securities
(including, without limitation, capital stock, debt securities convertible into
or exchangeable for equity securities or interests in a general or limited
partnership or limited liability company, without regard to the voting power or
other management or governance rights associated therewith) of any entity which
(a) acquires such properties or assets or succeeds (by merger, formation of a
joint venture or otherwise) to the business conducted with such properties or
assets or controls such acquiror or successor and (b) which the Board of
Directors determines is primarily engaged or proposes to engage primarily in
one or more businesses similar or complementary to the businesses conducted by
such Business Group prior to such Disposition.

   "Restructuring Agreement" means the Restructuring and Merger Agreement dated
as of May 26, 1998, by and among certain Cable Holders, Sprint and the other
parties listed therein, as amended or supplemented from time to time.

   "SEC" means the United States Securities and Exchange Commission.

   "Section 310" means Section 310 of the Communications Act of 1934, as
amended.

   "Securities Act" means the Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

   "Series B Preferred Stock" means the Series B Convertible Preferred Stock of
the Corporation.

   "Series 1 PCS Stock" has the meaning set forth in the "Designation" column
in ARTICLE SIX, Section 1.1.

   "Series 2 Common Stock" has the meaning set forth in the "Designation"
column in ARTICLE SIX, Section 1.1.

   "Series 2 PCS Stock" has the meaning set forth in the "Designation" column
in ARTICLE SIX, Section 1.1.

   "Seventh Series" means the Series 7 Preferred Stock of the Corporation.

   "Seventh Series Initial Conversion Price" means $15.3733.

   "Seventh Series Premium Price", which shall be measured as of the effective
date of the redemption referred to in ARTICLE SIX, Section 9.11.5(a), means the
greater of (a) 110% of the Seventh Series Liquidation Preference and (b) 110%
of the product of (i) the number of shares of PCS Group Common Stock (or other
securities) into which a share of Seventh Series is convertible as of such
redemption date and (ii) the average of the Closing Prices for the Series 1 PCS
Stock (or, if the Seventh Series is then convertible into a different publicly
traded security of the Corporation, then the average of the Closing Prices of
such publicly traded security) for the 30 consecutive Trading Days ending on
the 5th Trading Day prior to such redemption date.

   "Shares" means (a) shares of Corporation Common Stock, Preferred Stock or
any other Voting Securities of the Corporation, (b) securities of the
Corporation convertible into Voting Securities of the Corporation and (c)
options, warrants or other rights to acquire such Voting Securities.

                                      2-56
<PAGE>

   "Sprint" means Sprint Corporation, a Kansas corporation, prior to the
Effective Time of the Merger.

   "Sprint Articles" means the Amended and Restated Articles of Incorporation
of Sprint immediately prior to the Effective Time.

   "Subsidiary" means, with respect to any Person (the "Parent"), any other
Person in which the Parent, one or more direct or indirect Subsidiaries of the
Parent, or the Parent and one or more of its direct or indirect Subsidiaries
(a) have the ability, through ownership of securities individually or as a
group, ordinarily, in the absence of contingencies, to elect a majority of the
directors (or individuals performing similar functions) of such other Person,
and (b) own more than 50% of the equity interests.

   "Third Series" means the Series 3 Junior Participating Preferred Stock of
the Corporation.

   "Total Market Capitalization" of any class or series of common stock on any
date means the product of (a) the Market Value of one share of such class or
series of common stock on such date and (b) the number of shares of such class
or series of common stock outstanding on such date.

   "Trading Day" means, with respect to any security, any day on which the
principal national securities exchange on which such security is listed or
admitted to trading or NASDAQ, if such security is listed or admitted to
trading thereon, is open for the transaction of business (unless such trading
shall have been suspended for the entire day) or, if such security is not
listed or admitted to trading on any national securities exchange or NASDAQ,
any day other than a Saturday, Sunday, or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order
to close.

   "Transfer" means any act pursuant to which, directly or indirectly, the
ownership of the assets or securities in question is sold, transferred,
conveyed, delivered or otherwise disposed, but shall not include (a) any grant
of Liens or (b) any conversion or exchange of any security of the Corporation
pursuant to a merger or other business combination involving the Corporation.

   "Vote" means, with respect to any entity, the ability to cast a vote at a
shareholders', members' or comparable meeting of such entity with respect to
the election of directors, managers or other members of such entity's governing
body, or the ability to cast a general partnership or comparable vote; provided
that with respect to the Corporation, the term "Vote" means the ability to
exercise general voting power (as opposed to the exercise of special voting or
disapproval rights) with respect to matters other than the election of
directors at a meeting of the shareholders of the Corporation.

   "Voting Power" means, with respect to any entity as at any date, the
aggregate number of Votes outstanding as at such date in respect of such
entity.

   "Voting Securities" means, with respect to an entity, any capital stock or
debt securities of such entity if the holders thereof are ordinarily, in the
absence of contingencies, entitled to a Vote, even though the right to such
Vote has been suspended by the happening of such a contingency, and in the case
of the Corporation, shall include, without limitation, the Corporation Common
Stock.

   "WorldCom Group" means, as of any date from and after the Effective Time:

   (a) the interest of the Corporation or any of its Subsidiaries on such date
in all of the assets, liabilities and businesses of the Corporation or any of
its Subsidiaries (and any successor companies), other than any assets,
liabilities and businesses attributed in accordance with this Section 10 to the
PCS Group;

   (b) a proportionate undivided interest in each and every business, asset and
liability attributed to the PCS Group equal to the WorldCom Group Intergroup
Interest Fraction as of such date;

   (c) all properties and assets transferred to the WorldCom Group from the PCS
Group (other than pursuant to paragraph (d) or (f) of this definition) after
November 23, 1998 pursuant to transactions in the ordinary course of business
of both the WorldCom Group and the PCS Group or otherwise as the Board of
Directors may have directed as permitted by this ARTICLE SIX;

                                      2-57
<PAGE>

   (d) all properties and assets transferred to the WorldCom Group from the PCS
Group in connection with a reduction of the Number Of Shares Issuable With
Respect To The WorldCom Group Intergroup Interest;

   (e) the interest of the Corporation or any of its Subsidiaries in any
business or asset acquired and any liabilities assumed by the Corporation or
any of its Subsidiaries outside the ordinary course of business and attributed
to the WorldCom Group, as determined by the Board of Directors as contemplated
by ARTICLE SIX, Section 8.1(a); and

   (f) from and after the payment date of any dividend or other distribution
with respect to shares of PCS Group Common Stock (other than a dividend or
other distribution payable in shares of PCS Group Common Stock, with respect to
which adjustment shall be made as provided in the definition of "Number Of
Shares Issuable With Respect Of The WorldCom Group Intergroup Interest", or in
securities of the Corporation attributed to the PCS Group, for which provision
shall be made as set forth in the third to last sentence of this definition),
an amount of assets or properties previously attributed to the PCS Group of the
same kind as were paid in such dividend or other distribution with respect to
shares of PCS Group Common Stock as have a Fair Value on the record date for
such dividend or distribution equal to the product of (i) the Fair Value on
such record date of such dividend or distribution to holders of shares of PCS
Group Common Stock declared on a per share basis and (ii) the Number Of Shares
Issuable With Respect To The WorldCom Group Intergroup Interest (determined as
of the record date for such dividend or distribution);

provided that from and after any transfer of any assets or properties from the
WorldCom Group to the PCS Group, the WorldCom Group shall no longer include
such assets or properties so transferred (other than as reflected in respect of
such a transfer by the WorldCom Group Intergroup Interest Fraction, as provided
by paragraph (b) of this definition).

   If the Corporation shall pay a dividend or make some other distribution with
respect to shares of PCS Group Common Stock payable in securities of the
Corporation that are attributed to the PCS Group for purposes of this ARTICLE
SIX (other than PCS Group Common Stock), the WorldCom Group shall be deemed to
hold an interest in the PCS Group equivalent to the number or amount of such
securities that is equal to the product of the number or amount of securities
so distributed to holders of PCS Group Common Stock on a per share basis
multiplied by the Number Of Shares Issuable With Respect To The WorldCom Group
Intergroup Interest (determined as of the record date for such distribution)
and, to the extent interest is or dividends are paid on the securities so
distributed, the WorldCom Group shall include, and there shall be transferred
thereto out of the PCS Group, a corresponding ratable amount of the kind of
assets paid as such interest or dividends as would have been paid in respect of
such securities so deemed to be held by the WorldCom Group if such securities
were outstanding.

   The Corporation may also, to the extent the securities so paid as a dividend
or other distribution to the holders of PCS Group Common Stock are Convertible
Securities and at the time are convertible into or exchangeable or exercisable
for shares of PCS Group Common Stock, treat such Convertible Securities as are
so deemed to be held by the WorldCom Group to be deemed to be converted,
exchanged or exercised, and shall do so to the extent such Convertible
Securities are mandatorily converted, exchanged or exercised (and to the extent
the terms of such Convertible Securities require payment of consideration for
such conversion, exchange or exercise, the WorldCom Group shall then no longer
include an amount of the kind of properties or assets required to be paid as
such consideration for the amount of Convertible Securities deemed converted,
exchanged or exercised (and such properties or assets shall be attributed to
the PCS Group)), in which case, from and after such time, the securities into
or for which such Convertible Securities so deemed to be held by the WorldCom
Group were so considered converted, exchanged or exercised shall be deemed held
by the WorldCom Group (as provided in clause (iii) of paragraph (c) of the
definition of "Number Of Shares Issuable With Respect To The WorldCom Group
Intergroup Interest") and such Convertible Securities shall no longer be deemed
to be held by the WorldCom Group. A statement setting forth the election to
effectuate any such deemed conversion, exchange or exercise of Convertible
Securities so deemed to be held by the WorldCom

                                      2-58
<PAGE>

Group and the properties or assets, if any, to be attributed to the PCS Group
in consideration of such conversion, exchange or exercise (if any) shall be
filed in the records of the actions of the Board of Directors and, upon such
filing, such deemed conversion, exchange or exercise shall be effectuated.

   "WorldCom Group Common Stock" means the Common Stock and the Series 2 Common
Stock.

   "WorldCom Group Intergroup Interest Fraction" as of any date means a
fraction the numerator of which is the Number Of Shares Issuable With Respect
To The WorldCom Group Intergroup Interest on such date and the denominator of
which is the sum of (a) such Number Of Shares Issuable With Respect To The
WorldCom Group Intergroup Interest and (b) the aggregate number of shares of
PCS Group Common Stock outstanding on such date. A statement setting forth the
WorldCom Group Intergroup Interest Fraction as of the record date for any
dividend or distribution on the PCS Group Common Stock, as of the end of each
fiscal quarter of the Corporation and as of any date otherwise required under
these Articles or by the Board of Directors shall be filed by the Secretary of
the Corporation in the records of the Board of Directors not later than fifteen
Business Days after such date.

   "WorldCom Group Preferred Stock" means Preferred Stock to the extent
attributed to the WorldCom Group in accordance with ARTICLE SIX, Section 9.

                                     Seven

   (a) In addition to the requirements of the provisions of any series of
Preferred Stock which may be outstanding, and whether or not a vote of the
shareholders is otherwise required, the affirmative vote of the holders of not
less than seventy percent (70%) of the Voting Stock shall be required for the
approval or authorization of any Business Transaction with a Related Person, or
any Business Transaction in which a Related Person has an interest (other than
only a proportionate interest as a shareholder of the corporation); provided,
however, that the seventy percent (70%) voting requirement shall not be
applicable if (i) the Business Transaction is Duly Approved by the Continuing
Directors or (ii) all of the following conditions are satisfied:

   (A) the aggregate amount of cash and the fair market value of the property,
securities or other consideration to be received per share (on the date of
effectiveness of such Business Transaction) by holders of capital stock of the
Corporation (other than such Related Person) in connection with such Business
Transaction is at least equal in value to such Related Person's Highest Stock
Price;

   (B) the consideration to be received by holders of capital stock of the
Corporation in connection with such Business Transaction is in (1) cash, or (2)
if the majority of the shares of any particular class or series of stock of the
Corporation as to which the Related Person is the Beneficial Owner shall have
been acquired for a consideration in a form other than cash, in the same form
of Consideration used by the Related Person to acquire the largest number of
shares of such class or series of stock;

   (C) after such Related Person has become a Related Person and prior to the
consummation of such Business Transaction, such Related Person shall not have
become the Beneficial Owner of any additional shares of capital stock of the
Corporation or securities convertible into capital stock of the Corporation,
except (1) as a part of the transaction which resulted in such Related Person
becoming a Related Person or (2) as a result of a pro rata stock dividend or
stock split;

   (D) prior to the consummation of such Business Transaction, such Related
Person shall not have, directly or indirectly, except as Duly Approved by the
Continuing Directors (1) received the benefit (other than only a proportionate
benefit as a shareholder of the Corporation) of any loans, advances,
guarantees, pledges or other financial assistance or tax credits or tax
advantages provided by the Corporation or any of its Subsidiaries, (2) caused
any material change in the Corporation's business or equity capital structure,
including, without limitation, the issuance of shares of capital stock of the
Corporation, or other securities convertible into or

                                      2-59
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exercisable for such shares, or (3) caused the Corporation to fail to declare
and pay at the regular date therefor quarterly cash dividends on the
outstanding capital stock of the Corporation entitled to receive dividends, on
a per share basis at least equal to the cash dividends being paid thereon by
the Corporation immediately prior to the date on which the Related Person
became a Related Person and (4) a proxy or information statement describing the
proposed Business Transaction and complying with the requirements of the
Exchange Act, and the rules and regulations thereunder (or any subsequent
provisions replacing the Exchange Act or such rules or regulations) shall be
mailed to shareholders of the Corporation at least thirty (30) days prior to
the consummation of such Business Transaction (whether or not such proxy or
information statement is required to be mailed pursuant to the Exchange Act and
such rules and regulations or subsequent provisions).

   (b) For the purpose of this ARTICLE SEVEN:

   "Affiliate" means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such specified Person.

   "Associate" means (i) any corporation, partnership or other organization of
which such specified person is an officer or partner, (ii) any trust or other
estate in which such specified person has a substantial beneficial interest or
as to which such specified person serves as trustee or in a similar fiduciary
capacity, (iii) any relative or spouse of such specified person who has the
same home as such specified person or who is a director or officer of the
Corporation or any of its Subsidiaries, and (iv) any person who is a director,
officer or partner of such specified person or of any corporation (other than
the Corporation or any wholly-owned Subsidiary of the Corporation), partnership
or other entity which is an Affiliate of such specified person.

   "Beneficial Owner" shall be defined by reference to Rule 13d-3 under the
Exchange Act as in effect on September 15, 1993; provided, however, that any
individual, corporation, partnership, group, association or other person or
entity which has the right to acquire any capital stock of the Corporation
having voting power at any time in the future, whether such right is contingent
or absolute, pursuant to any agreement, arrangement or understanding or upon
exercise of conversion rights, warrants or options, or otherwise, shall be
deemed the Beneficial Owner of such capital stock.

   "Board of Directors" means the board of directors of the Corporation.

   "Business Transaction" means: (i) any merger, share exchange or
consolidation involving the Corporation or a Subsidiary of the Corporation;
(ii) any sale, lease, exchange, transfer or other disposition (in one
transaction or a series of related transactions), including, without
limitation, a mortgage, pledge or any other security device of all or any
Substantial Part of the assets either of the Corporation or of a Subsidiary of
the Corporation; (iii) any sale, lease, exchange, transfer or other disposition
(in one transaction or a series of related transactions) of all or any
Substantial Part of the assets of any entity to the Corporation or a Subsidiary
of the Corporation; (iv) the issuance, sale, exchange, transfer or other
disposition (in one transaction or a series of related transactions) by the
Corporation or a Subsidiary of the Corporation of any securities of the
Corporation or any Subsidiary of the Corporation in exchange for cash,
securities or other property, or a combination thereof, having an aggregate
fair market value of $15 million or more; (v) any merger, share exchange or
consolidation of the Corporation with any of its Subsidiaries or any similar
transaction in which the Corporation is not the survivor and the charter or
certificate or articles of incorporation of the consolidated or surviving
corporation do not contain provisions substantially similar to those in this
ARTICLE SEVEN; (vi) any recapitalization or reorganization of the Corporation
or any reclassification of the securities of the Corporation (including,
without limitation, any reverse stock split) or other transaction that would
have the effect of increasing the voting power of a Related Person or reducing
the number of shares of each class of voting securities outstanding; (vii) any
liquidation, spin-off, split-off, split-up or dissolution of the Corporation;
and (viii) any agreement, contract or other arrangement providing for any of
the transactions described in this definition of Business Transaction or having
a similar purpose or effect.

   "Continuing Director" means a director who either was a member of the Board
of Directors on September 15, 1993, or who became a director of the Corporation
subsequent to such date and whose election or nomination for election by the
Corporation's shareholders was Duly Approved by the Continuing Directors then

                                      2-60
<PAGE>

on the Board of Directors, either by a specific vote or by approval of the
proxy statement issued by the Corporation on behalf of the Board of Directors
in which such person is named as nominee for director; provided, however, that
in no event shall a director be considered a "Continuing Director" if such
director is a Related Person and the Business Transaction to be voted upon is
with such Related Person or is one in which such Related Person has an interest
(other than only a proportionate interest as a shareholder of the Corporation).

   "Duly Approved by the Continuing Directors" means an action approved by the
vote of at least a majority of the Continuing Directors then on the Board;
provided, however, that if the votes of such Continuing Directors in favor of
such action would be insufficient to constitute an act of the Board of
Directors (if a vote by the entire Board of Directors were to have been taken),
then such term shall mean an action approved by the unanimous vote of the
Continuing Directors so long as there are at least three (3) Continuing
Directors on the Board of Directors at the time of such unanimous vote.

   "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the United States Securities and Exchange
Commission promulgated thereunder.

   "Fair Market Value", in the case of stock, means the highest closing sale
price during the 30-day period immediately preceding the date in question of a
share of such stock on the Composite Tape for New York Stock Exchange-Listed
Stocks, or, if such stock is not on such exchange, on the principal United
States securities exchange registered under the Exchange Act on which such
stock is listed, or, if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such stock during the
30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then in use,
or if no such quotations are available, the fair market value on the date in
question of a share of such stock as determined by a majority of the Continuing
Directors in good faith.

   "Governmental Authority" means any federation, nation, state, sovereign, or
government, any federal, supranational, regional, state or local political
subdivision, any governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body,
arbitration panel, commission or other similar dispute resolving panel or body,
and any other entity exercising executive, legislative, judicial, regulatory or
administrative functions of a government.

   "Highest Stock Purchase Price" means the greatest of the following:

   (i) the highest amount of consideration paid by a Related Person for a share
of capital stock of the Corporation (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) in the transaction which resulted
in such Related Person becoming a Related Person or within two years prior to
the first public announcement of the Business Transaction (the "Announcement
Date"), whichever is higher; provided, however, that the Highest Stock Purchase
Price calculated under this subsection (i) shall be appropriately adjusted to
reflect the occurrence of any reclassification, recapitalization, stock-split,
reverse stock-split or other similar corporate readjustment in the number of
outstanding shares of capital stock of the Corporation between the last date
upon which such Related Person paid the Highest Stock Purchase Price up to the
effective date of the merger, share exchange or consolidation or the date of
distribution to shareholders of the Corporation of the proceeds from the sale
of substantially all of the assets of the Corporation referred to in ARTICLE
SEVEN, Section (a)(ii)(A);

   (ii) the Fair Market Value per share of the respective classes and series of
stock of the Corporation on the Announcement Date;

   (iii) the Fair Market Value per share of the respective classes and series
of stock of the Corporation on the date that the Related Person becomes a
Related Person;

                                      2-61
<PAGE>

   (iv) if applicable, the Fair Market Value per share determined pursuant to
clause (ii) or (iii) of this definition, whichever is higher, multiplied by the
ratio of (1) the highest price per share (including any brokerage commissions,
transfer taxes or soliciting dealers' fees and adjusted for any subsequent
stock dividends, splits, combinations, recapitalizations, reclassifications or
other such reorganizations) paid to acquire any shares of such respective
classes and series Beneficially Owned by the Related Person within the two
years prior to the Announcement Date, to (2) the Fair Market Value per share
(adjusted for any subsequent stock dividends, splits, combinations,
recapitalizations, reclassifications or other such reorganizations) of shares
of such respective classes and series on the first day in the two-year period
ending on the Announcement Date on which such shares Beneficially Owned by the
Related Person were acquired; or

   (v) the amount per share of any preferential payment to which holders of
shares of such respective classes and series are entitled in the event of a
liquidation, dissolution or winding up of the Corporation.

   "Person" means an individual, a partnership, an association, a joint
venture, a corporation, a business, a trust, any entity organized or existing
under applicable law, an unincorporated organization or any Governmental
Authority.

   "Preferred Stock" means each class or series of capital stock which may from
time to time be authorized in or by these Articles of Incorporation which is
not designated as "Common Stock."

   The phrase "property, securities or other consideration to be received", for
the purpose of subparagraph (i) of ARTICLE SEVEN, Section (a)(ii) and in the
event of a merger in which the corporation is the surviving corporation, shall
include, without limitation, common stock of the Corporation retained by its
shareholders (other than such Related Person).

   The term "Related Person" means and includes (i) any individual,
corporation, partnership, group, association or other person or entity which,
together with its Affiliates and Associates, is the Beneficial Owner of not
less than ten percent (10%) of the voting power of the issued and outstanding
capital stock of the Corporation entitled to vote or was the Beneficial Owner
of not less than ten percent (10%) of the voting power of the issued and
outstanding capital stock of the Corporation entitled to vote (A) at the time
the definitive agreement providing for the Business Transaction (including any
amendment thereof) was entered into, (B) at the time a resolution approving the
Business Transaction was adopted by the Board of Directors or (C) as of the
record date for the determination of shareholders entitled to notice of and to
vote on or consent to the Business Transaction, and (ii) any Affiliate or
Associate of any such individual, corporation, partnership, group, association
or other person or entity; provided, however, and notwithstanding any thing in
the foregoing to the contrary, the term "Related Person" shall not include the
Corporation, a more than 90% owned Subsidiary of the Corporation, any employee
stock ownership or other employee benefit plan of either the Corporation or any
more than 90% owned Subsidiary of the Corporation, or any trustee of or
fiduciary with respect to any such plan when acting in such capacity.

   "Substantial Part" means more than twenty percent (20%) of the total assets
of the entity in question, as reflected on the most recent consolidated balance
sheet of such entity existing at the time the shareholders of the Corporation
would be required to approve or authorize the Business Transaction involving
the assets constituting any such Substantial Part.

   "Voting Stock" shall mean all outstanding shares of capital stock of the
Corporation whose holders are present at a meeting of shareholders, in person
or by proxy, and which entitle their holders to vote generally in the election
of directors, and considered for the purpose of this ARTICLE SEVEN as one
class.

   (c) For the purpose of this ARTICLE SEVEN, so long as Continuing Directors
constitute at least two-thirds ( 2/3) of the entire Board of Directors, the
Board of Directors shall have the power to make a good faith determination, on
the basis of information known to them, of (i) the number of shares of Voting
Stock of which any Person is the Beneficial Owner, (ii) whether a Person is a
Related Person or is an Affiliate or Associate of

                                      2-62
<PAGE>

another, (iii) whether a Person has an agreement, arrangement or understanding
with another as to the matters referred to in the definition of Beneficial
Owner herein, (iv) whether the assets subject to any Business Transaction
constitute a Substantial Part, (v) whether any Business Transaction is with a
Related Person or is one in which a Related Person has an interest (other than
only a proportionate interest as a shareholder of the Corporation), (vi)
whether a Related Person has, directly or indirectly, received the benefits or
caused any of the changes referred to in subparagraph (D) of ARTICLE SEVEN,
Section (a)(ii), (vii) the fair market value of any consideration to be
received in a Business Transaction and (viii) such other matters with respect
to which a determination is required under this ARTICLE SEVEN; and such
determination by the Board of Directors shall be conclusive and binding for all
purposes of this ARTICLE SEVEN.

   (d) Nothing contained in this ARTICLE SEVEN shall be construed to relieve
any Related Person of any fiduciary obligation imposed by law.

   (e) The fact that any Business Transaction complies with the provisions of
Section (a) of this ARTICLE SEVEN shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors, or any
member thereof, to approve such Business Transaction or recommend its adoption
of approval to the shareholders of the Corporation.

   (f) Notwithstanding any other provisions of these Articles of Incorporation
or the Bylaws of the Corporation (and notwithstanding that a lesser percentage
may be permitted by law), the provisions of this ARTICLE SEVEN may not be
repealed or amended, directly or indirectly in any respect, unless such action
is approved by the affirmative vote of the holders of not less than seventy
percent (70%) of the Voting Stock.

                                     Eight

   No director of the Corporation shall be liable to the Corporation or to its
shareholders for monetary damages for breach of duty of care or other duty as a
director, except for liability (i) for any appropriation, in violation of his
duties, of any business opportunity of the Corporation; (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of the
law; (iii) for the types of liability set forth in section 14-2-832 of the
GBCC; or (iv) for any transaction from which the director received an improper
personal benefit. If the GBCC is amended to authorize corporate action further
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be limited to the fullest extent permitted by the
GBCC, as so amended. Any repeal or modification of the foregoing paragraph by
the shareholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing immediately prior to the
time of such repeal or modification.

                                      Nine

   The Corporation shall indemnify a director against reasonable expenses and
liability incurred by him, and shall advance expenses upon receipt from the
director of the written affirmation and repayment authorization required by
section 14-2-853 of the GBCC, provided, however, that the Corporation shall not
indemnify a director for any liability incurred by a director if he failed to
act in a manner he believed in good faith to be in or not opposed to the best
interests of the Corporation, or to have improperly received a personal benefit
or, in the case of any criminal proceeding, if he had reasonable cause to
believe his conduct was unlawful, or in the case of a proceeding by or in the
right of the Corporation, in which he was adjudged liable to the Corporation,
unless a court shall determine that the director is fairly and reasonably
entitled to indemnification in view of all the circumstances, in which case the
director shall be indemnified for reasonable expenses incurred.

                                      2-63
<PAGE>

                                                                         ANNEX 3

                                    FORM OF
                                RESTATED BYLAWS
                                       OF
                                 WORLDCOM, INC.
                            (a Georgia Corporation)

                                   ARTICLE I

                                    Offices

   The principal office of the corporation shall be located in Clinton,
Mississippi. The principal books of the corporation shall be kept at such
principal office, with necessary books and records being kept at such other
place or places as the Board of Directors may from time to time determine. The
registered office of the corporation required by the Georgia Business
Corporation Code shall be located within the State of Georgia. The corporation
may have such other offices, either within or without the State of Georgia, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.

                                   ARTICLE II

                                  Shareholders

   Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the date and time fixed by the Board of Directors for the purpose of
electing directors and for the transaction of such other business as may
properly be brought before the meeting.

   Section 2. Special Meetings. A special meeting of the holders of any one or
more classes of the capital stock of the corporation entitled to vote as a
class or classes with respect to any matter, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the Board of Directors
or President, and shall be called by the President at the written request of
the holders of not less than forty percent (40%) of the shares of stock of such
class or classes issued and outstanding and entitled to be cast on any issue to
be considered at the meeting (subject to any requirements or limitations
imposed by the corporation's Articles of Incorporation, by these Bylaws or by
law), which written request must describe the purpose or purposes for which the
special meeting is to be held (which must be a proper subject for action by the
corporation's shareholders) and further comply with the provisions of Section
11 of this Article II.

   Section 3. Place of Meeting. Meetings of the shareholders shall be held at
such place as may be designated by the Board of Directors and stated in the
notice of meeting.

   Section 4. Notice of Meeting. Written notice stating the place, date and
time of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall, unless otherwise prescribed by statute,
be delivered to each shareholder of record entitled to vote at such meeting not
less than ten (10) days or more than sixty (60) days before the date of the
meeting.

   Section 5. Record Date. In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other action, the Board of Directors may fix, in advance, a
record date, which shall not be more than seventy (70) days before the date of
such meeting or action. If no record date is fixed, (i) the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day before the day on
which the first notice is given to such shareholders and (ii) the record date
for determining shareholders for any other purpose shall be at the close of
business on the day which the Board of Directors authorizes the action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any

                                      3-1
<PAGE>

adjournment of the meeting, unless the Board of Directors fixes a new record
date. The Board of Directors is required to fix a new record date if the
meeting is adjourned to a date more than one hundred twenty (120) days after
the date fixed for the original meeting.

   Section 6. Voting Record. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete record of
the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged by voting group in alphabetical order, with the
address of and the number of shares held by each. Such record shall be made
available for inspection by any shareholder at the time and place of the
meeting. Such record may also be copied by any shareholder, at his expense, if
(i) the demand is made in good faith and for a proper purpose that is
reasonably relevant to his legitimate interest as a shareholder, (ii) the
shareholder describes with reasonable particularity his purpose and the records
he desires to inspect, (iii) the records are directly connected to his purpose
and (iv) the records are to be used only for the stated purpose.

   Section 7. Quorum. The holders of shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum exists
with respect to that matter. Unless the Articles of Incorporation or the
Georgia Business Corporation Code, as amended from time to time, provide
otherwise, the holders of a majority of the votes entitled to be cast on a
matter by the voting group constitute a quorum of that voting group for action
on that matter. Once a share is represented for any purpose at a meeting, the
holder is deemed present for quorum purposes for the remainder of the meeting,
unless a new record date is or must be set for an adjournment of such meeting.

   Section 8. Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact or by a transmission permitted by law filed in
accordance with the procedure established for the meeting. Such proxy shall be
filed with the Secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy. The appointment of a proxy
is revocable by the shareholder, unless the appointment form conspicuously
states that it is irrevocable and the appointment is coupled with an interest.

   Section 9. Voting of Shares. Except as otherwise provided in the Articles of
Incorporation, directors shall be elected by a vote of the holders of common
stock of the corporation, voting together as a single class. Directors shall be
elected by a plurality of the votes cast by shareholders entitled to vote in
the election at a meeting at which a quorum is present. Shareholder action on
all other matters shall be approved if the votes cast in favor of the action
exceed the votes cast in opposition to such action, unless otherwise provided
by law or the Articles of Incorporation. If two or more groups are entitled to
vote separately on a matter, action on a matter is taken only when approved by
each voting group. Each outstanding share of the capital stock having voting
power shall be entitled to the number of votes specified in the Articles of
Incorporation with respect to each matter submitted to a vote at a meeting of
shareholders.

   Section 10. Adjournment. When a meeting of shareholders is adjourned to
another date, time or place, notice need not be given of the adjourned meeting
if the new date, time and place are announced at the meeting before the
adjournment; provided, however, that if a new record date is or must be fixed
under the Georgia Business Corporation Code, as amended from time to time, or
these Bylaws, a notice of the adjourned meeting must be given to shareholders
as of the new record date. At the adjourned meeting the shareholders may
transact any business which might have been transacted had a quorum been
present at the time originally designated for the meeting.

   Section 11. Advance Notice of Nominations and Shareholder Proposals. All
nominations of individuals for election to the Board of Directors and proposals
of business to be considered at any meeting of the shareholders shall be made
as set forth in this Section 11.

   (a) Annual Meeting of Shareholders. (i) Nominations of individuals for
election to the Board of Directors and the proposal of business to be
considered by the shareholders may be made at an annual meeting of shareholders
(A) pursuant to the corporation's notice of meeting, (B) by or at the direction
of the Board of

                                      3-2
<PAGE>

Directors or a committee appointed by the Board of Directors or (C) by any
shareholder of the corporation who was a shareholder of record both at the time
of giving of notice provided for in this Section 11 and at the time of the
meeting, who is entitled to vote at the meeting and who complied with the
notice and other requirements set forth in this Section 11.

   (ii) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (C) of Section 11(a)(i), the
shareholder must have given timely notice thereof in writing to the Secretary
as hereinafter provided and, in the case of other business, such other business
must otherwise be a proper subject for action by the corporation's
shareholders. To be timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation and received
not less than one hundred twenty (120) days nor more than one hundred fifty
(150) days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than thirty (30) days or delayed by more than sixty
(60) days from such anniversary date, notice by the shareholder to be timely
must be so delivered and received not earlier than the 150th day prior to such
annual meeting and not later than the close of business on the later of the
120th day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made. Such
shareholder's notice shall set forth: (A) as to each person whom the
shareholder proposes to nominate for election or reelection as a director, (1)
the name, age, business and residential addresses, and principal occupation or
employment of each proposed nominee, (2) the class and number of shares of
capital stock of the corporation that are beneficially owned by such nominee on
the date of such notice, (3) a description of all arrangements or
understandings between the shareholder and each nominee and the name of any
other person or persons pursuant to which the nomination or nominations are to
be made by the shareholder, (4) all other information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any successor provision, and (5) the written consent of each proposed nominee
to being named as a nominee in the proxy statement and to serve as a director
of the corporation if so elected; (B) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and of the beneficial owner, if any, on whose behalf the proposal
is made; and (C) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made, (1) the name
and address of such shareholder, as they appear on the corporation's books, and
of such beneficial owner, (2) the class and number of shares of stock of the
corporation which are owned beneficially and of record by such shareholder and
such beneficial owner and (3) a representation that the shareholder intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice or to propose such other business. The corporation may
require any proposed nominee to furnish any information, in addition to that
furnished pursuant to clause (A) of this Section 11(a)(ii) above, it may
reasonably require to determine the eligibility of the proposed nominee to
serve as a director of the corporation.

   (iii) Notwithstanding anything in the second sentence of paragraph (a)(ii)
of this Section 11 to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the corporation at least one hundred
thirty (130) days prior to the first anniversary of the preceding year's annual
meeting, a shareholder's notice required by this Section 11(a) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to and received by the
Secretary at the principal executive offices of the corporation not later than
the close of business on the tenth day following the day on which such public
announcement is first made by the corporation.

   (b) Special Meetings of Shareholders. Only such business shall be conducted,
and only such proposals shall be acted upon, at a special meeting of
shareholders as shall have been brought before such meeting pursuant to the
corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of shareholders at which
directors are to be elected (i) by or at the direction

                                      3-3
<PAGE>

of the Board of Directors or a committee appointed by the Board of Directors or
(ii) provided that the notice of the special meeting states that the purpose or
one of the purposes of the special meeting is to elect directors at such
special meeting, by any shareholder of the corporation who is a shareholder of
record both at the time of giving of notice provided for in this Section 11 and
at the time of the meeting, who is entitled to vote at the meeting and who
complied with the notice and other requirements set forth in this Section 11.
In the event the corporation calls a special meeting of shareholders for the
purpose of electing one or more directors to the Board of Directors, any such
shareholder may nominate a person or persons (as the case may be) for election
to such position as specified in the corporation's notice of meeting, if a
notice containing the same information as would be required under Section
11(a)(ii) of this Article II for an annual meeting is delivered to and received
by the Secretary at the principal executive offices of the corporation not
earlier than the 150th day prior to such special meeting and not later than the
close of business on the later of the 120th day prior to such special meeting
or the tenth day following the day on which public announcement is first made
of the date of the special meeting and/or of the nominees proposed by the Board
of Directors or a committee appointed by the Board of Directors to be elected
at such meeting. Proposals of business other than the nomination of persons for
election to the Board of Directors may be considered at a special meeting
requested by shareholders in accordance with Section 2 of this Article II only
if the shareholders give a notice containing the same information as would be
required under Section 11(a)(ii) of this Article II for an annual meeting at
the time such shareholders requested the meeting.

   (c) General. (i) Only such persons who are nominated in accordance with the
procedures set forth in this Section 11 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedures set
forth in this Section 11. The Board of Directors may reject any nomination or
shareholder proposal submitted for consideration at any meeting of shareholders
which is not made in accordance with the provisions of this Section 11 or which
is not a proper subject for shareholder action in accordance with provisions of
applicable law. Alternatively, if the Board of Directors fails to consider the
validity of any nomination or shareholder proposal, the presiding officer of
the meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made in accordance
with the provisions of this Section 11 and is a proper subject for shareholder
action in accordance with provisions of applicable law and, if any proposed
nomination or business is not in compliance with this Section 11 or not a
proper subject for shareholder action, to declare that such defective
nomination or proposal be disregarded. This provision shall not prevent the
consideration and approval or disapproval at the meeting of reports of
officers, directors and committees of the Board of Directors, but, in
connection with such reports, no new business shall be acted upon at the
meeting unless stated, submitted and received as herein provided.

   (ii) For purposes of this Section 11, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Reuters or comparable news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act or any successor provision. In
no event shall the public announcement of a postponement or adjournment of a
meeting commence a new time period for the giving of a shareholder's notice
pursuant to this Section 11.

   (iii) Notwithstanding the foregoing provisions of this Section 11, a
shareholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Section 11. Nothing in this Section 11 shall be
deemed to affect any rights of shareholders to request inclusion of proposals
in, or the corporation's right to omit proposals from, the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or any successor
provision.

                                      3-4
<PAGE>

                                  ARTICLE III

                               Board of Directors

   Section 1. Rights, Powers, Duties, Rules and Procedures. The powers of the
corporation shall be exercised, its business conducted and managed, and its
property controlled under the direction of the Board of Directors.

   Except to the extent prohibited by law, the Board of Directors shall have
the right (which, to the extent exercised, shall be exclusive) to establish the
rights, powers, duties, rules and procedures that from time to time shall
govern the Board of Directors and each of its members, including, without
limitation, the vote required for any action by the Board of Directors, and
that from time to time shall affect the directors' power to manage the business
and affairs of the corporation. Except to the extent required by law, no Bylaw
shall be adopted by shareholders which shall impair or impede the
implementation of the foregoing.

   Section 2. Number, Tenure and Qualifications. The number of directors of the
corporation shall be not less than three (3); the number thereof to be
determined from time to time by the Board of Directors. Each director shall
hold office until the next annual meeting of shareholders following his
election or appointment and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office, or death. A
director need not be a resident of the State of Georgia or a shareholder of the
corporation.

   Section 3. Nomination. Nominations for the election of directors shall be
made as provided in Section 11 of Article II of these Bylaws.

   Section 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.

   Section 5. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board, the President or a
majority of directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the place for holding
any special meeting of the Board of Directors so called.

   Section 6. Chairman of the Board. The Chairman of the Board shall be chosen
from among the members of the Board of Directors. If requested to do so, the
Chairman of the Board shall preside at all meetings of the Board of Directors
and shareholders. The Chairman of the Board shall perform such other duties as
from time to time may be assigned by the Board of Directors.

   Section 7. Telephonic Meetings. Meetings of the Board of Directors may be
conducted by conference telephone or similar communications equipment by means
of which all persons participating can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting.

   Section 8. Notice of Meeting. Notice of any special meeting of the Board of
Directors shall be given at least one (1) day prior thereto. Notice is not
required prior to any regular meeting of the Board of Directors. Any director
may waive notice of any meeting. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

   Section 9. Adjournment. When a meeting of the Board of Directors is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the new time and place are fixed at the meeting at

                                      3-5
<PAGE>

which the adjournment is taken and if the period of adjournment does not exceed
one (1) month in any one adjournment. At the adjourned meeting the Board of
Directors may transact any business which might have been transacted had a
quorum been present at the time originally designated for the meeting.

   Section 10. Quorum and Voting. A quorum of the Board of Directors consists
of a majority of the number of directors fixed pursuant to these Bylaws. The
affirmative vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, except as
otherwise may be specifically provided by law, by the Articles of Incorporation
or by these Bylaws.

   Section 11. Action Without a Meeting. Any action required or permitted to be
taken by the Board of Directors at a meeting may be taken without a meeting if
all members of the Board of Directors consent thereto in writing, setting forth
the action so taken, and there is an affirmative vote of the number of
directors which would be necessary to authorize or take such action at a
meeting, evidenced in writing. The writing or writings are to be filed with the
minutes of the proceedings of the Board of Directors.

   Section 12. Vacancies. Any vacancy occurring on the Board of Directors
created by an increase in the number of directors by action of the shareholders
shall be filled by the shareholders in the same manner as at an annual
election. The Board of Directors shall fill any vacancy occurring on the Board
of Directors created by an increase in the number of directors by action of the
Board of Directors or the removal or resignation of a director as set forth in
Sections 14 and 15 of this Article III, except to the extent the Articles of
Incorporation provide that a class of shareholders may fill a vacancy created
by the removal or resignation of a director elected by that class. A director
elected to fill a vacancy shall hold office for the unexpired term of his
predecessor.

   Section 13. Compensation. By resolution of the Board of Directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as director, or a fixed sum
for attendance at each meeting of the Board of Directors, or both, payable in
cash or securities of the corporation. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

   Section 14. Removal. A director (other than a director elected by the
holders of any class or series of preferred stock of the corporation having the
right, voting separately by class or series, to elect directors) may be removed
with or without cause. No director removed for cause may be reinstated for so
long as the cause for removal continues to exist. Removal with or without cause
may be effected only by a majority of the votes of the shares represented at a
meeting of the shareholders at which a quorum is present.

   Section 15. Resignation. A director may resign at any time by delivering
written notice to the corporation, the Chairman of the Board, the Board of
Directors or the President. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date.

                                   ARTICLE IV

                                    Officers

   Section 1. Number. The officers of the corporation shall be a President and
a Secretary, each of whom shall be elected by the Board of Directors. The Board
may also elect or appoint a Chairman of the Board, one or more Vice Presidents
(with or without a modified title such as "Senior", "Executive" or
"Assistant"), an Assistant Secretary, a Treasurer, an Assistant Treasurer and
such other officers and assistant officers as may be deemed necessary. One
person may hold any number of such offices, except the President may not hold
the office of Senior Vice President, Vice President, Secretary or Assistant
Secretary, and the Secretary and Treasurer shall not hold the office of
Assistant Secretary and Assistant Treasurer, respectively.

                                      3-6
<PAGE>

   Section 2. Election and Term of Office. The officers of the corporation
shall be elected from time to time by the Board of Directors, as it deems
advisable. Each officer shall hold office until his successor shall have been
duly elected and qualified, or until his death, or until he shall resign or
shall have been removed in the manner hereinafter provided.

   Section 3. Removal. The Board of Directors may remove any officer or agent
of the corporation at any time with or without cause. Removal of an officer or
agent shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create any contract rights.

   Section 4. Resignation. Any officer may resign at any time by delivering
notice to the corporation. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date. If a resignation
is made effective at a later date and the corporation accepts the future
effective date, the Board of Directors may fill the pending vacancy before the
effective date if it provides that the successor does not take office until the
effective date. An officer's resignation does not affect the corporation's
contract rights, if any, with the officer.

   Section 5. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term. In the event of an absence of
any officer of the corporation, or for any other reason which the Board of
Directors may deem sufficient, the Board may delegate for the time being the
powers or duties, or any of them, of such officer to any other officer or
director, in connection with these Bylaws.

   Section 6. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

   Section 7. President. The President shall be the chief executive officer of
the corporation and, subject to the control of the Board of Directors, shall be
primarily responsible for the general management of the business affairs of the
corporation and for implementing the policies and directives of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect, shall have authority to make
contracts on behalf of the corporation in the ordinary course of business of
the corporation, shall preside at all meetings of the Board of Directors and
shareholders if requested to do so and shall perform such other duties as from
time to time may be assigned by the Board of Directors.

   Section 8. The Vice Presidents. The Vice Presidents shall assist the
President in the management of the business. During the absence or disability
of the President, the Vice Presidents in the order designated by the President
or the Board of Directors, or in the absence of any designation, then in the
order of their election, shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice Presidents shall perform such other duties as from
time to time may be assigned to them by the President.

   Section 9. The Secretary. The Secretary shall: (i) keep the minutes of the
proceedings of the shareholders, the Board of Directors and the standing
committees in one or more books provided for that purpose; (ii) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (iii) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal
is duly authorized; (iv) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (v)
sign, with the President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (vi) have general charge of the stock transfer books of the
corporation; and (vii) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors or the President.

                                      3-7
<PAGE>

   Section 10. The Treasurer. The Treasurer shall be the chief financial
officer of the corporation and shall have custody of all valuables. The
Treasurer shall: (i) have charge and custody of and be responsible for all
funds and securities of the corporation; (ii) receive and give receipts for
monies due and payable to the corporation from any source whatsoever, and
deposit all such monies in the corporation's account(s); and (iii) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President.

   Section 11. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries may sign with the President certificates for shares of the
corporation, the issuance of which shall have been authorized by a resolution
of the Board of Directors. The Assistant Treasurers shall, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or the President.

                                   ARTICLE V

                   Certificates for Shares and Their Transfer

   Section 1. Certificates for Shares. Shares may be issued by the corporation
by the delivery of certificates representing such shares and in such form as
shall be determined by the Board of Directors. Such certificates shall be
signed by the President and by the Secretary or an Assistant Secretary. The
signature of such officers upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar,
other than the corporation itself or one of its employees. Each certificate for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number and class of shares, the designation of the series, if any, the
certificate represents, and date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled, and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed, or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the President or the Board of Directors may
prescribe.

   Section 2. Shares Without Certificates. Shares of common stock of the
corporation need not be represented by certificates. The Board of Directors of
the corporation may authorize the issuance of some or all of the shares of any
or all of the corporation's other classes or series of stock without
certificates. Any such authorization shall not affect shares already
represented by certificates until such certificated shares are surrendered to
the corporation. Within a reasonable time after the issue or transfer of shares
without certificates, the corporation shall send to the holder thereof a
written statement which includes: (i) the name of the corporation and that it
is organized under the laws of the State of Georgia; (ii) the name of the
person to whom the shares are issued; (iii) the number and class and
designation of the series, if any, of the shares; and (iv) any restrictions on
the transfer or registration of transfer of such shares.

   Section 3. Transfer of Shares. Transfers of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of his authority to transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary of the
corporation or a transfer agent or registrar, and on surrender for cancelation
of the certificate for such shares, if a certificate representing such shares
shall have been issued. The person in whose name shares stand on the books of
the corporation shall be deemed by the corporation to be the owner thereof for
all purposes.

                                   ARTICLE VI

                                  Fiscal Year

   The fiscal year of the corporation shall be determined and fixed by the
Board of Directors.

                                      3-8
<PAGE>

                                  ARTICLE VII

                                 Corporate Seal

   The Board of Directors of the corporation may adopt a corporate seal for the
corporation and when so adopted and impressed on the margin hereof or the
margin of the minutes of the meeting at which the seal is adopted, the same
shall be and constitute the corporate seal of this corporation, but unless and
until such action be taken by the Board of Directors, this corporation shall
have no corporate seal. In the event that no corporate seal is adopted, or if
it is inconvenient to use such seal at any time, the signature of the
corporation followed by the word "Seal" enclosed in parentheses shall be deemed
the seal of the corporation, but the absence of such seal on any instrument, or
its addition thereto, shall not affect its character or validity or legal
effect in any respect.

                                  ARTICLE VIII

                                Waiver of Notice

   Whenever any notice is required to be given to any shareholder or director
of the corporation pursuant to law or under the provisions of the Articles of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice delivered to the corporation and filed in
the corporation's minutes or corporate records, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice. A
shareholder's or director's attendance at, or participation in, a meeting shall
constitute waiver of notice and consent to the consideration of matters not
described in any notice as set forth in the Georgia Business Corporation Code,
as amended from time to time. Neither the business to be transacted at, nor the
purpose of, any meeting of the shareholders or directors is required to be
specified in any waiver of notice.

                                   ARTICLE IX

                                   Committees

   Section 1. Appointment. The Board of Directors, by resolution adopted by a
majority of all the directors in office when the action is taken, may designate
one or more of its members to constitute a committee. The designation of a
committee and the delegation of authority thereto shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed by
law. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disabled member at any
meeting of the committee.

   Section 2. Tenure. The members of a committee serve at the pleasure of the
Board of Directors, which may at any time, for any or no reason, remove any
individual committee member, increase or decrease the number of members of a
committee, or, except for the Capital Stock Committee which may only be
terminated in accordance with the provisions of Article IX, Section 5,
terminate the existence of a committee. The membership of a committee member
shall terminate on the date of his removal, resignation or death. The Board of
Directors may fill any vacancy on a committee created by removal, resignation,
death or an increase in the number of members of the committee.

   Section 3. Authority. All duly delegated committees may exercise such power
and authority in the management of the business and affairs of the corporation
as specified by resolution of the Board of Directors and to the extent allowed
by applicable law, the Articles of Incorporation and these Bylaws and may have
power to authorize the seal of the corporation to be affixed to all papers
which may require it.

   Section 4. Executive Committee. The Board of Directors may appoint an
Executive Committee which, to the extent permitted by law, shall have and may
exercise when the Board of Directors is not in session all powers of the Board
of Directors regarding the supervision of the management of the business and
affairs of the corporation. The Executive Committee shall be chaired by the
President of the corporation.

                                      3-9
<PAGE>

   Section 5. Capital Stock Committee. The Board of Directors shall form a
Capital Stock Committee which may not be terminated by the Board of Directors
prior to November 23, 2002. Each member of the Capital Stock Committee shall be
an Independent Director (as defined below). The Capital Stock Committee shall
have and may exercise such powers, authority and responsibilities as may be
delegated by the Board of Directors in connection with the adoption of general
policies governing the relationship between business groups or otherwise,
including such powers, authority and responsibilities as are delegated by the
Board of Directors with respect to, among other things: (i) the business and
financial relationships between the WorldCom Group (or any business or
subsidiary allocated thereto) and the WorldCom PCS Group (or any business or
subsidiary allocated thereto); (ii) dividends in respect of, and transactions
by the Corporation or the WorldCom Group (or any business or subsidiary
allocated thereto) in, shares of WorldCom PCS Group Common Stock; and (iii) any
matters arising in connection therewith.

   "Independent Director" means any member of the Board of Directors who (i) is
not an officer or employee of the corporation or any of its Subsidiaries, (ii)
is not a former officer of the corporation or any of its Subsidiaries, (iii)
does not, in addition to such person's role as a director, act on a regular
basis, either individually or as a member or representative of an organization,
as a professional adviser, legal counsel or consultant to the corporation or
any of its Subsidiaries, if, in the opinion of the Nominating Committee of the
Board of Directors of the corporation (the "Nominating Committee") or the Board
of Directors if a Nominating Committee is not in existence, such relationship
is material to the corporation or the organization so represented or such
person and (iv) does not represent, and is not a member of the immediate family
of, a person who would not satisfy the requirements of the preceding clauses
(i), (ii) and (iii) of this sentence. A person who has been or is a partner,
officer or director of an organization that has customary commercial,
industrial, banking or underwriting relationships with the corporation or any
of its Subsidiaries that are carried on in the ordinary course of business on
an arms-length basis and who otherwise satisfies the requirements set forth in
clauses (i), (ii), (iii) and (iv) of the first sentence of this definition, may
qualify as an Independent Director, unless, in the opinion of the Nominating
Committee or the Board of Directors if a Nominating Committee is not in
existence, such person is not independent of the management of the corporation
or any of its Subsidiaries or the relationship would interfere with the
exercise of independent judgment as a member of the Board of Directors. A
person who otherwise satisfies the requirements set forth in clauses (i), (ii),
(iii) and (iv) of the first sentence of this definition and who, in addition to
fulfilling the customary director's role, also provides additional services
directly for the Board of Directors and is separately compensated therefor,
would nonetheless qualify as an Independent Director.

   Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Articles of Incorporation.

   Section 6. Rules and Procedures. Any committee of the corporation shall have
the right (which, to the extent exercised shall be exclusive) to establish
rules and procedures that from time to time shall govern such committee and
each of its members.

                                   ARTICLE X

                   Indemnification of Officers and Directors

   Section 1. Definitions and References. Terms used in this Article shall have
the meanings assigned such terms in Part 5 of Article 8 of the Georgia Business
Corporation Code. Whenever in these Bylaws reference is made to the Georgia
Business Corporation Code generally or to a specific provision of the Georgia
Business Corporation Code, such reference shall be deemed to refer to the
Georgia Business Corporation Code or such provision as amended from time to
time or any successor provision.

   Section 2. Indemnification of and Advancement of Expenses to Directors. The
corporation shall indemnify and advance expenses to its directors to the
fullest extent permitted under, and in accordance with, the corporation's
Articles of Incorporation and the applicable provisions of Part 5 of Article 8
of the Georgia Business Corporation Code.

                                      3-10
<PAGE>

   Section 3. Mandatory Indemnification of Officers. The corporation shall
indemnify and advance expenses to its officers who are not directors to the
same extent as to directors under Section 2 of this Article X.

   Section 4. Permissive Indemnification of Employees and Agents. The
corporation may, to the extent and on such conditions as may be authorized by
the Board of Directors, indemnify and advance expenses to its employees and
agents who are not directors to the fullest extent permitted under, and in
accordance with, Section 14-2-857 of the Georgia Business Corporation Code.

   Section 5. Advancement of Expenses of Officers, Employees and Agents. No
advancement or reimbursement of expenses to officers, employees or agents in
accordance with Sections 3 or 4 of this Article X shall be made unless the
proposed indemnitee furnishes the corporation a written affirmation of his good
faith belief that he has met the standard of conduct set forth in the
corporation's Articles of Incorporation with respect to directors, and he
furnishes the corporation a written undertaking, executed personally or on his
behalf, to repay any advances if it is ultimately determined that he is not
entitled to indemnification under this Article X or Part 5 of Article 8 of the
Georgia Business Corporation Code.

   Section 6. Liability Insurance. The corporation may purchase and maintain
insurance on behalf of an individual who is a director, officer, employee or
agent of the corporation or who, while a director, officer, employee or agent
of the corporation, serves at the corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or agent, whether or
not the corporation would have power to indemnify or advance expenses to him
against the same liability under this Article X or under Part 5 of Article 8 of
the Georgia Business Corporation Code.

   Section 7. Contract Rights. The right to indemnification and advancement of
expenses conferred hereunder to directors and officers shall be a contract
right and shall not be affected adversely to any director or officer by any
amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not
confer upon any indemnitee or potential indemnitee (in his capacity as such)
the right to consent or object to any subsequent amendment of these Bylaws.

   Section 8. Nonexclusivity, Etc. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he may have under
contract or the Georgia Business Corporation Code or otherwise.

   Section 9. Amendments. No amendment, modification or rescission of this
Article X, or any provision hereof, the effect of which would diminish the
rights to indemnification or advancement of expenses as set forth herein shall
be effective as to any director or officer of the corporation with respect to
any action taken or omitted by such person prior to such amendment,
modification or rescission.

   Section 10. Severability. To the extent that the provisions of this Article
X are held to be inconsistent with the provisions of Part 5 of Article 8 of the
Georgia Business Corporation Code, such provisions of such Code shall govern.
In the event that any of the provisions of this Article X (including any
provision within a single section, subsection, division or sentence) is held by
a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions of this Article X shall remain
enforceable to the fullest extent permitted by law.

                                      3-11
<PAGE>

                                   ARTICLE XI

                                   Amendments

   The Bylaws of the corporation may be altered, amended or repealed, and new
Bylaws may be adopted, by the shareholders at any annual or special meeting of
the shareholders or by the Board of Directors at any regular or special meeting
of the Board of Directors; provided, however, that the notice of such meeting
shall specify that amendments to the Bylaws will be considered at such meeting
and shall summarize the proposed amendments; and provided further that the
Bylaws may not be altered, amended or repealed by the Board of Directors to the
extent: (i) the Articles of Incorporation or applicable law reserve the power
to alter, amend or repeal a particular Bylaw exclusively to the shareholders,
in whole or in part; or (ii) the shareholders in altering, amending or
repealing a particular Bylaw provide expressly that the Board of Directors may
not alter, amend or repeal that Bylaw.

                                  ARTICLE XII

                           Articles of Incorporation

   In the event that any provision of these Bylaws is inconsistent or in
conflict with any provision contained in the corporation's Articles of
Incorporation (including any amendment thereto setting forth the preferences,
limitations and rights of any series or class of the corporation's preferred
stock), the provision contained in the Articles of Incorporation shall govern.

                                      3-12
<PAGE>

                                                                         ANNEX 4

SalomonSmithBarney
- ----------------------------
A member of citigroup [LOGO]

                                                                 October 4, 1999

Board of Directors
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, MS 39056

Members of the Board:

   You have requested our opinion as to the fairness, from a financial point of
view, to MCI WORLDCOM, Inc. ("MCI WORLDCOM"), of the consideration to be paid
by MCI WORLDCOM in connection with the proposed business combination between
MCI WORLDCOM and Sprint Corporation ("Sprint") pursuant to an Agreement and
Plan of Merger (the "Agreement"), dated as of October 4, 1999, between MCI
WORLDCOM and Sprint. Under the Agreement, Sprint will merge (the "Merger") with
and into MCI WORLDCOM. At the effective time of the Merger and pursuant to the
Merger Agreement, the articles of incorporation of MCI WORLDCOM will be amended
to provide for the creation of the following series of capital stock: (i) Class
A Common Stock, Series FT, par value $2.50 per share (the "MCI WORLDCOM Series
FT Common Stock"); (ii) Class A Common Stock, Series DT, par value $2.50 per
share (the "MCI WORLDCOM Series DT Common Stock"); (iii) Common Stock, Series
2, par value $0.01 per share (the "MCI WORLDCOM Series 2 Common Stock"); (iv)
Common Stock, Series 3, par value $0.01 per share (the "MCI WORLDCOM Series 3
Common Stock"); (v) PCS Common Stock, Series 1, par value $1.00 per share (the
"MCI WORLDCOM Series 1 PCS Stock"); (vi) PCS Common Stock, Series 2, par value
$1.00 per share (the "MCI WORLDCOM Series 2 PCS Stock"); (vii) PCS Common
Stock, Series 3, par value $1.00 per share (the "MCI WORLDCOM Series 3 PCS
Stock" and, together with the MCI WORLDCOM Series 1 PCS Stock and the MCI
WORLDCOM Series 2 PCS Stock, the "MCI WORLDCOM PCS Stock"); (viii) Series 1
Preferred Stock, par value $0.01 per share (the "MCI WORLDCOM Series 1
Preferred Stock"); (ix) Series 5 Preferred Stock, par value $0.01 per share
(the "MCI WORLDCOM Series 5 Preferred Stock"); (x) Series 7 Preferred Stock,
par value $0.01 per share (the "MCI WORLDCOM Series 7 Preferred Stock"); and
(xi) Series 8 Junior Participating Preferred Stock, par value $0.01 per share.
The foregoing series of capital stock, together with the series and classes of
capital stock of MCI WORLDCOM authorized as of the date hereof, are
collectively referred to herein as "MCI WORLDCOM Capital Stock."

   In addition, pursuant to the Agreement, at the effective time of the Merger,
(i) each share of Class A Common Stock, par value $2.50 per share, of Sprint
issued and outstanding immediately prior to the Effective Time will be
converted into the right to receive one share of MCI WORLDCOM Series FT Common
Stock; (ii) each share of Class A Common Stock, Series DT, par value $2.50 per
share, of Sprint issued and outstanding immediately prior to the Effective Time
will be converted into the right to receive one share of MCI WORLDCOM Series DT
Common Stock; (iii) each share of Series 1 FON Stock, par value $2.00 per
share, of Sprint issued and outstanding immediately prior to the Effective Time
will be converted into the right to receive that number of shares of common
stock, par value $0.01 per share, of MCI WORLDCOM ("MCI WORLDCOM Common Stock")
equal to the FON Exchange Ratio (as defined below); (iv) each share of Series 3
FON Stock, par value $2.00 per share, of Sprint issued and outstanding
immediately prior to the Effective Time will be converted into the right to
receive a number of shares of MCI WORLDCOM Series 3 Common Stock equal to the
FON Exchange Ratio; (v) each share of Series 1 PCS Stock, par value $1.00 per

                                      4-1
<PAGE>

SalomonSmithBarney
- ----------------------------
A member of citigroup [LOGO]

share, of Sprint issued and outstanding immediately prior to the Effective Time
will be converted into the right to receive (A) one share of MCI WORLDCOM
Series 1 PCS Stock and (B) 0.1547 (the "PCS Exchange Ratio") shares of
MCI WORLDCOM Common Stock (collectively, the "Series 1 PCS Merger
Consideration"); (vi) each share of Series 2 PCS Stock, par value $1.00 per
share, of Sprint issued and outstanding immediately prior to the Effective Time
will be converted into the right to receive (A) one share of MCI WORLDCOM
Series 2 PCS Stock and (B) a number of shares of MCI WORLDCOM Series 2 PCS
Stock equal to the PCS Exchange Ratio (collectively, the "Series 2 PCS Merger
Consideration"); (vii) each share of Series 3 PCS Stock, par value $1.00 per
share, of Sprint issued and outstanding immediately prior to the Effective Time
will be converted into the right to receive (A) one share of MCI WORLDCOM
Series 3 PCS Stock and (B) a number of shares of MCI WORLDCOM Series 3 PCS
Stock equal to the PCS Exchange Ratio (collectively, the "Series 3 PCS Merger
Consideration" and, together with the Series 1 PCS Merger Consideration and the
Series 2 PCS Merger Consideration, the "PCS Stock Merger Consideration");
(viii) each share of Preferred Stock-- First Series, without par value, of
Sprint issued and outstanding immediately prior to the Effective Time will be
converted into the right to receive one share of MCI WORLDCOM Series 1
Preferred Stock; (ix) each share of Preferred Stock--Second Series,
Convertible, without par value, of Sprint shall have been redeemed by Sprint
prior to the Effective Time pursuant to the Agreement; (x) each share of
Preferred Stock--Fifth Series, without par value, of Sprint issued and
outstanding immediately prior to the Effective Time will be converted into the
right to receive one share of MCI WORLDCOM Series 5 Preferred Stock; and (xi)
each share of Preferred Stock--Seventh Series, Convertible, without par value,
of Sprint issued and outstanding immediately prior to the Effective Time will
be converted into the right to receive one share of MCI WORLDCOM Series 7
Preferred Stock. The term "FON Exchange Ratio" means the quotient (rounded to
the nearest 1/10,000) determined by dividing $76 by the average (rounded to the
nearest 1/10,000) of the volume weighted averages (rounded to the nearest
1/10,000) of the trading prices of MCI WORLDCOM Common Stock on The Nasdaq
National Market, as reported by Bloomberg Financial Markets (or such other
source as the parties shall agree in writing), for the 15 trading days randomly
selected by lot by MCI WORLDCOM and Sprint together from the 30 consecutive
trading days ending on the third trading day immediately preceding the
Effective Time; provided that the FON Exchange Ratio shall not be less than
0.9400 or greater than 1.2228.

   In connection with rendering our opinion, we have reviewed certain publicly
available information concerning MCI WORLDCOM and Sprint and certain other
financial information concerning MCI WORLDCOM and Sprint, including financial
forecasts and estimates of synergies, that were provided to us by MCI WORLDCOM
and Sprint, respectively. We have discussed the business operations and
financial conditions of MCI WORLDCOM and Sprint as well as other matters we
believe relevant to our inquiry, including matters relating to the obtaining of
regulatory approvals for the Merger, with certain officers and employees of
MCI WORLDCOM and Sprint, respectively. We have also considered such other
information, financial studies, analyses, investigations and financial,
economic and market criteria that we deemed relevant.

   In our review and analysis and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of the financial and other
information (including information relating to the obtaining of regulatory
approvals for the Merger) reviewed by us, and we have not assumed any
responsibility for independent verification of such information. With respect
to the financial forecasts of MCI WORLDCOM and Sprint, we have assumed that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the respective managements of MCI WORLDCOM
and Sprint as to the future financial performance of MCI WORLDCOM or Sprint,
respectively, and we express no opinion with respect to such forecasts or the
assumptions on which they are best currently available estimates and judgments
of the management of MCI WORLDCOM and Sprint, and we express no opinion with
respect to such estimates or the assumptions on which they are based. We have
not made or obtained or assumed any responsibility for making or obtaining any
independent valuations or appraisals of any of the assets (including properties
and facilities) or liabilities of MCI WORLDCOM or Sprint.

                                      4-2
<PAGE>

SalomonSmithBarney
- ----------------------------
A member of citigroup [LOGO]


   Our opinion is necessarily based upon conditions as they exist and can be
evaluated on the date hereof. Our opinion as expressed below does not imply any
conclusion as to the likely trading range for any series or class of the MCI
WORLDCOM Capital Stock following the consummation of the Merger which may vary
depending upon, among other factors, changes in interest rates, dividend rates,
market conditions, general economic conditions and other factors that generally
influence the price of securities. Our opinion does not address MCI WORLDCOM's
underlying business decision to effect the Merger. Our opinion is directed only
to the fairness, from a financial point of view, of the FON Exchange Ratio and
the PCS Stock Merger Consideration, taken as a whole, to MCI WORLDCOM and does
not constitute a recommendation concerning how holders of any series or class
of MCI WORLDCOM Capital Stock should vote with respect to the transactions
contemplated by the Agreement. In rendering our opinion, we have assumed that
in the course of obtaining the necessary regulatory approvals for the Merger no
restrictions will be imposed that would have a material adverse effect on the
contemplated benefits of the Merger to MCI WORLDCOM following the Merger.

   We have acted as financial advisor to the Board of Directors of MCI WORLDCOM
in connection with the Merger and will receive a fee for our services, part of
which is contingent upon consummation of the Merger. In the ordinary course of
business, we (including our current and future affiliates) may actively trade
the securities of MCI WORLDCOM and Sprint for our own account and for the
accounts of customers and, accordingly, may at any time hold a long or short
position in such securities. Also, we have previously rendered investment
banking and financial advisory services to MCI WORLDCOM and Sprint for which we
have received customary compensation.

   Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the FON Exchange Ratio and the PCS Stock Merger Consideration,
taken as a whole, is fair to MCI WORLDCOM from a financial point of view.

                                     Very truly yours,

                                     /s/ Salomon Smith Barney Inc.
                                     SALOMON SMITH BARNEY INC.

                                      4-3
<PAGE>

                                                                         ANNEX 5

[LOGO OF WARBURG DILLON READ]
                                                Warburg Dillon Read LLC
                                                299 Park Avenue
                                                New York, NY 10171-0026
                                                Telephone 212 821-4000
                                                www.wdr.com

                                                                 October 4, 1999

The Board of Directors
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205

Dear Members of the Board:

   We understand that Sprint Corporation, a Kansas corporation ("Sprint" or the
"Company"), is considering a transaction (the "Transaction") whereby the
Company will be merged with and into MCI WorldCom, Inc., a Georgia corporation
("MCI WorldCom").

   The terms of the Agreement and Plan of Merger between MCI WorldCom and the
Company dated as of October 4, 1999 (the "Merger Agreement") provide, among
other things, that: (i) each share of Class A Common Stock, par value $2.50 per
share, of the Company ("Company Series FT Common Stock") will be converted into
the right to receive one share of MCI WorldCom Series FT Common Stock (the
"Series FT Exchange Ratio"); (ii) each share of Class A Common Stock, Series
DT, par value $2.50 per share, of the Company ("Company Series DT Common
Stock") will be converted into the right to receive one share of MCI WorldCom
Series DT Common Stock (the "Series DT Exchange Ratio"); (iii) each share of
Series 1 FON Stock, par value $2.00 per share, of the Company ("Company Series
1 FON Stock") will be converted into the right to receive that number of shares
of common stock, par value $0.01 per share, of MCI WorldCom ("MCI WorldCom
Common Stock") equal to the quotient (rounded to the nearest 1/10,000) of $76
divided by the Average Price (as defined in the Merger Agreement); provided
that this quotient will not be less than 0.9400 or greater than 1.2228 (the
"FON Exchange Ratio"); (iv) each share of Series 3 FON Stock, par value $2.00
per share, of the Company ("Company Series 3 FON Stock") will be converted into
the right to receive a number of shares of MCI WorldCom Series 3 Common Stock
equal to the FON Exchange Ratio; (v) each share of Series 1 PCS Stock, par
value $1.00 per share, of the Company ("Company Series 1 PCS Stock") will be
converted into the right to receive (A) one share of MCI WorldCom Series 1 PCS
Stock and (B) 0.1547 shares of MCI WorldCom Common Stock (collectively, the
"PCS Series 1 Exchange Ratio"); (vi) each share of Series 2 PCS stock, par
value $1.00 per share, of the Company ("Company Series 2 PCS Stock") will be
converted into the right to receive (A) one share of MCI WorldCom Series 2 PCS
Stock and (B) 0.1547 shares of MCI WorldCom Series 2 Common Stock
(collectively, the "PCS Series 2 Exchange Ratio"); and (vii) each share of
Series 3 PCS Stock, par value $1.00 per share, of the Company ("Company Series
3 PCS Stock" and, together with the Company Series 1 PCS Stock and the Company
Series 2 PCS Stock, the "Company PCS Stock") will be converted into the right
to receive (A) one share of MCI WorldCom Series 3 PCS Stock and (B) 0.1547
shares of MCI WorldCom Series 3 Common Stock (collectively, "the PCS Series 3
Exchange Ratio" and together with the PCS Series 1 Exchange Ratio and the PCS
Series 2 Exchange Ratio, the "PCS Exchange Ratio").

   The Merger Agreement provides, among other things, that, at the Effective
Time of the Merger, (i) the provisions of the Company's articles of
incorporation relating to the Company's capital stock will be incorporated into
MCI WorldCom's articles of incorporation as provided in the Merger Agreement
with only those limited exceptions set forth in Exhibit A thereto, (ii) that
MCI WorldCom will adopt Tracking Stock Policies identical to the Company
Tracking Stock Policies in effect on the date hereof (as such terms are used in
Annex 1 to the Merger Agreement) and (iii) the by-laws of MCI WorldCom will be
amended to incorporate the provisions in the Company's by-laws relating to (A)
the Capital Stock Committee and (B) the rights of the Class A Holders (as such
terms are defined in the Company's by-laws). The terms and conditions of the
Transaction are more fully set forth in the Merger Agreement.

                                      5-1
<PAGE>


[LOGO OF WARBURG DILLON READ]

   References herein to each "Exchange Ratio" shall mean the Series FT Exchange
Ratio, the Series DT Exchange Ratio, the FON Exchange Ratio and the PCS
Exchange Ratio, references herein to the "Company Common Stock" shall mean,
collectively, the Company Series FT Common Stock, Company Series DT Common
Stock, Company Series 1 FON Stock, Company Series 3 FON Stock, Company Series 1
PCS Stock, Company Series 2 PCS Stock and Company Series 3 PCS Stock and
references herein to the "Merger Consideration" shall mean the shares of
capital stock of MCI WorldCom to be issued to the holders of Company Common
Stock upon conversion of their shares of Company Common Stock pursuant to the
terms of the Merger Agreement.

   You have requested our opinion as to the fairness, from a financial point of
view, to the shareholders of the Company of each Exchange Ratio as it relates
to the holders of the relevant series of Company Common Stock and of the Merger
Consideration to the holders of Company Common Stock taken as a whole.

   Warburg Dillon Read LLC ("WDR") has acted as financial advisor to the Board
of Directors of the Company in connection with the Transaction and will receive
a fee, a substantial portion of which is payable upon the consummation thereof.
In the past, WDR and its predecessors have provided investment banking services
to the Company and received customary compensation for the rendering of such
services. In the ordinary course of business, WDR, its successors and
affiliates may trade securities of the Company or MCI WorldCom for their own
accounts and, accordingly, may at any time hold a long or short position in
such securities.

   Our opinion does not address the Company's underlying business decision to
effect the Transaction or constitute a recommendation to any shareholder of the
Company as to how such shareholder should vote with respect to the Transaction.
At your direction, we have not been asked to, nor do we, offer any opinion as
to the material terms of the Merger Agreement or the form of the Transaction.
In rendering this opinion, we have assumed, with your consent, that the final
executed form of the Merger Agreement will not differ in any material respect
from the draft dated October 3, 1999 that we have examined, and that MCI
WorldCom and the Company will comply with all the material terms of the Merger
Agreement. You have not authorized us to, and we have not, solicited
indications of interest in a business combination with the Company from any
party; however, we did review the terms of a proposal relating to a business
combination between the Company and BellSouth Corporation, as set forth in a
letter from Mr. F. Duane Ackerman, President and Chief Executive Officer of
BellSouth Corporation dated October 2, 1999 as supplemented by Mr. Ackerman's
letter dated October 4, 1999. Our opinion does not address the relative merits
of the Transaction contemplated pursuant to the Merger Agreement as compared to
any alternative business transaction that might be available to the Company.

   In arriving at our opinion, we have, among other things: (i) reviewed
certain publicly available business and historical financial information
relating to the Company and MCI WorldCom, (ii) reviewed certain internal
financial information and other data relating to the business and financial
prospects of the Company, including estimates and financial forecasts prepared
by management of the Company, that were provided to us by the Company and not
publicly available, (iii) reviewed certain internal financial information and
other data relating to the business and financial prospects of MCI WorldCom,
including estimates and financial forecasts prepared by the management of MCI
WorldCom and not publicly available, (iv) reviewed estimates of synergies
prepared by the senior management of the Company and MCI WorldCom, (v)
conducted discussions with members of the senior management of the Company and
MCI WorldCom regarding the information and other data relating to the business
and financial prospects of the Company and MCI WorldCom, and the estimates of
synergies, described in (ii), (iii), and (iv) above, (vi) reviewed publicly
available financial and stock market data with respect to certain other
companies in lines of business we believe to be generally comparable to those
of the Company and MCI WorldCom, (vii) compared the financial terms of the
Transaction with the publicly

                                      5-2
<PAGE>


[LOGO OF WARBURG DILLON READ]

available financial terms of certain other transactions which we believe to be
generally relevant, (viii) considered certain pro forma effects of the
Transaction on MCI WorldCom's financial statements, (ix) reviewed a draft dated
October 3, 1999 of the Merger Agreement, and (x) conducted such other financial
studies, analyses, and investigations, and considered such other information as
we deemed necessary or appropriate; provided, however, that all of the actions
set forth above were not necessarily undertaken for, or relevant to, our
opinion with respect to each of the Exchange Ratios.

   In connection with our review, at your direction, we have not assumed any
responsibility for independent verification for any of the information reviewed
by us for the purpose of this opinion and have, at your direction, relied on
its being complete and accurate in all material respects. In addition, at your
direction, we have not made any independent evaluation or appraisal of any of
the assets or liabilities (contingent or otherwise) of the Company or MCI
WorldCom, nor have we been furnished with any such evaluation or appraisal.
With respect to the financial forecasts and estimates, including synergies,
referred to above, we have assumed, at your direction, that they have been
reasonably prepared on a basis reflecting the best currently available
estimates and judgments of the management of each company as to the future
performance of their respective companies as well as the forecast synergies. In
rendering our opinion, we have assumed, with your consent, that the Transaction
will qualify as a tax-free reorganization.

   Our opinion is necessarily based on economic, monetary, market and other
conditions as in effect on, and the information made available to us as of, the
date hereof. It should be understood that, although subsequent developments may
affect this opinion, we do not have any obligation to update, revise or
reaffirm this opinion. Our opinion as expressed below does not imply any
conclusion as to the price or trading range of any series of MCI WorldCom
capital stock following the date of this opinion, which may vary depending on,
among other factors, changes in interest rates, dividend rates, market
conditions, general economic conditions and other factors that generally
influence the price of securities. Our opinion does not address the Company's
underlying business decision to effect the Transaction or the strategic and
operational benefits of the Transaction. Our opinion is directed only to the
fairness, from a financial point of view, of the Exchange Ratios to the holders
of the relevant series of Company Common Stock and of the Merger Consideration
to the holders of Company Common Stock taken as a whole and does not constitute
a recommendation to any holder of Company Common Stock as to how such holder
should vote with respect to the Transaction or whether such holder should
retain or dispose of shares of MCI WorldCom capital stock following
consummation of the Transaction.

   In rendering our opinion, we have also assumed that obtaining the necessary
regulatory and governmental approvals for the proposed Transaction will not
significantly delay consummation of the Transaction, and that, in the course of
obtaining such approvals, no requirement or restriction will be imposed that
will have a material adverse effect on the contemplated benefits of the
proposed Transaction.

   Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, (i) the Exchange Ratio relating to each series of Company Common
Stock is fair to the holders of such series from a financial point of view, and
(ii) the Merger Consideration is fair to the holders of Company Common Stock
taken as a whole from a financial point of view.

                                      Very truly yours,

                                      WARBURG DILLON READ LLC


By: /s/ F. Davis Terry, Jr.         By:         /s/ Brian Hanson
   --------------------------------    ----------------------------------------
        F. Davis Terry, Jr.                         Brian Hanson
         Managing Director                       Managing Director

                                      5-3
<PAGE>

                                                                         ANNEX 6

                        KANSAS GENERAL CORPORATION CODE

                            CHAPTER 17. CORPORATIONS

                      ARTICLE 67. MERGER OR CONSOLIDATION

   17-6712. Payment for stock of stockholder objecting to merger or
consolidation; definitions; notice to objecting stockholders; demand for
payment; appraisal and determination of value by district court, when; taxation
of costs; rights of objecting stockholders; status of stock; section
inapplicable to certain shares of stock.

   (a) When used in this section, the word "stockholder" means a holder of
record of stock in a stock corporation and also a member of record of a
nonstock corporation; the words "stock" and "share" mean and include what is
ordinarily meant by those words and also membership or membership interest of a
member of a nonstock corporation.

   (b) The corporation surviving or resulting from any merger or consolidation,
within 10 days after the effective date of the merger or consolidation, shall
notify each stockholder of any corporation of this state so merging or
consolidating who objected thereto in writing and whose shares either were not
entitled to vote or were not voted in favor of the merger or consolidation, and
who filed such written objection with the corporation before the taking of the
vote on the merger or consolidation, that the merger or consolidation has
become effective. If any such stockholder, within 20 days after the date of
mailing of the notice, shall demand in writing, from the corporation surviving
or resulting from the merger or consolidation, payment of the value of the
stockholder's stock, the surviving or resulting corporation shall pay to the
stockholder, within 30 days after the expiration of the period of 20 days, the
value of the stockholder's stock on the effective date of the merger or
consolidation, exclusive of any element of value arising from the expectation
or accomplishment of the merger or consolidation.

   (c) If during a period of 30 days following the period of 20 days provided
for in subsection (b), the corporation and any such stockholder fail to agree
upon the value of such stock, any such stockholder, or the corporation
surviving or resulting from the merger or consolidation, may demand a
determination of the value of the stock of all such stockholders by an
appraiser or appraisers to be appointed by the district court, by filing a
petition with the court within four months after the expiration of the thirty-
day period.

   (d) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the corporation, which shall file with the clerk of
such court, within 10 days after such service, a duly verified list containing
the names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the corporation. If the petition shall be filed by the corporation,
the petition shall be accompanied by such duly verified list. The clerk of the
court shall give notice of the time and place fixed for the hearing of such
petition by registered or certified mail to the corporation and to the
stockholders shown upon the list at the addresses therein stated and notice
shall also be given by publishing a notice at least once, at least one week
before the day of the hearing, in a newspaper of general circulation in the
county in which the court is located. The court may direct such additional
publication of notice as it deems advisable. The forms of the notices by mail
and by publication shall be approved by the court.

   (e) After the hearing on such petition the court shall determine the
stockholders who have complied with the provisions of this section and become
entitled to the valuation of and payment for their shares, and shall appoint an
appraiser or appraisers to determine such value. Any such appraiser may examine
any of the books and records of the corporation or corporations the stock of
which such appraiser is charged with the duty of valuing, and such appraiser
shall make a determination of the value of the shares upon such investigation
as seems proper to the appraiser. The appraiser or appraisers shall also afford
a reasonable opportunity to the parties interested to submit to the appraiser
or appraisers pertinent evidence on the value of the shares. The appraiser or
appraisers, also, shall have the powers and authority conferred upon masters by
K.S.A. 60-253 and amendments thereto.

                                      6-1
<PAGE>

   (f) The appraiser or appraisers shall determine the value of the stock of
the stockholders adjudged by the court to be entitled to payment therefor and
shall file a report respecting such value in the office of the clerk of the
court, and notice of the filing of such report shall be given by the clerk of
the court to the parties in interest. Such report shall be subject to
exceptions to be heard before the court both upon the law and facts. The court
by its decree shall determine the value of the stock of the stockholders
entitled to payment therefor and shall direct the payment of such value,
together with interest, if any, as hereinafter provided, to the stockholders
entitled thereto by the surviving or resulting corporation. Upon payment of the
judgment by the surviving or resulting corporation, the clerk of the district
court shall surrender to the corporation the certificates of shares of stock
held by the clerk pursuant to subsection (g). The decree may be enforced as
other judgments of the district court may be enforced, whether such surviving
or resulting corporation be a corporation of this state or of any other state.

   (g) At the time of appointing the appraiser or appraisers, the court shall
require the stockholders who hold certificated shares and who demanded payment
for their shares to submit their certificates of stock to the clerk of the
court, to be held by the clerk pending the appraisal proceedings. If any
stockholder fails to comply with such direction, the court shall dismiss the
proceedings as to such stockholder.

   (h) The cost of any such appraisal, including a reasonable fee to and the
reasonable expenses of the appraiser, but exclusive of fees of counsel or of
experts retained by any party, shall be determined by the court and taxed upon
the parties to such appraisal or any of them as appears to be equitable, except
that the cost of giving the notice by publication and by registered or
certified mail hereinabove provided for shall be paid by the corporation. The
court, on application of any party in interest, shall determine the amount of
interest, if any, to be paid upon the value of the stock of the stockholders
entitled thereto.

   (i) Any stockholder who has demanded payment of the stockholder's stock as
herein provided shall not thereafter be entitled to vote such stock for any
purpose or be entitled to the payment of dividends or other distribution on the
stock, except dividends or other distributions payable to stockholders of
record at a date which is prior to the effective date of the merger or
consolidation, unless the appointment of an appraiser or appraisers shall not
be applied for within the time herein provided, or the proceeding be dismissed
as to such stockholder, or unless such stockholder with the written approval of
the corporation shall deliver to the corporation a written withdrawal of the
stockholder's objections to and an acceptance of the merger or consolidation,
in any of which cases the right of such stockholder to payment for the
stockholder's stock shall cease.

   (j) The shares of the surviving or resulting corporation into which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.

   (k) This section shall not apply to the shares of any class or series of a
class of stock, which, at the record date fixed to determine the stockholders
entitled to receive notice of and to vote at the meeting of stockholders at
which the agreement of merger or consolidation is to be acted on, were either
(1) registered on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the national
association of securities dealers, inc., or (2) held of record by not less than
2,000 stockholders, unless the articles of incorporation of the corporation
issuing such stock shall otherwise provide; nor shall this section apply to any
of the shares of stock of the constituent corporation surviving a merger, if
the merger did not require for its approval the vote of the stockholders of the
surviving corporation, as provided in subsection (f) of K.S.A. 17-6701 and
amendments thereto. This subsection shall not be applicable to the holders of a
class or series of a class of stock of a constituent corporation if under the
terms of a merger of consolidation pursuant to K.S.A. 17-6701 or 17- 6702, and
amendments thereto, such holders are required to accept for such stock anything
except (i) stock or stock and cash in lieu of fractional shares of the
corporation surviving or resulting from such merger or consolidation, or (ii)
stock or stock and cash in lieu of fractional shares of any other corporation,
which at the record date fixed to determine the stockholders entitled to
receive notice of and to vote at the meeting of stockholders at which the
agreement of merger or consolidation is to be acted on, were either registered
on a national securities exchange or held of record by not less than 2,000
stockholders, or (iii) a combination of stock or stock and cash in lieu of
fractional shares as set forth in (i) and (ii) of this subsection.

                                      6-2
<PAGE>

                                                                         ANNEX 7

                       GEORGIA BUSINESS CORPORATION CODE

                        CHAPTER 2. BUSINESS CORPORATIONS

                         ARTICLE 13. DISSENTERS' RIGHTS

PART 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

14-2-1301. Definitions

   As used in this article, the term:

     (1) "Beneficial shareholder" means the person who is a beneficial owner
  of shares held in a voting trust or by a nominee as the record shareholder.

     (2) "Corporate action" means the transaction or other action by the
  corporation that creates dissenters' rights under Code Section 14-2-1302.

     (3) "Corporation" means the issuer of shares held by a dissenter before
  the corporate action, or the surviving or acquiring corporation by merger
  or share exchange of that issuer.

     (4) "Dissenter" means a shareholder who is entitled to dissent from
  corporate action under Code Section 14-2-1302 and who exercises that right
  when and in the manner required by Code Sections 14-2-1320 through 14-2-
  1327.

     (5) "Fair value," with respect to a dissenter's shares, means the value
  of the shares immediately before the effectuation of the corporate action
  to which the dissenter objects, excluding any appreciation or depreciation
  in anticipation of the corporate action.

     (6) "Interest" means interest from the effective date of the corporate
  action until the date of payment, at a rate that is fair and equitable
  under all the circumstances.

     (7) "Record shareholder" means the person in whose name shares are
  registered in the records of a corporation or the beneficial owner of
  shares to the extent of the rights granted by a nominee certificate on file
  with a corporation.

     (8) "Shareholder" means the record shareholder or the beneficial
  shareholder.

14-2-1302. Right to dissent

   (a) A record shareholder of the corporation is entitled to dissent from, and
obtain payment of the fair value of his shares in the event of, any of the
following corporate actions:

     (1) Consummation of a plan of merger to which the corporation is a
  party:

       (A) If approval of the shareholders of the corporation is required
    for the merger by Code Section 14-2-1103 or 14-2-1104 or the articles
    of incorporation and the shareholder is entitled to vote on the merger;
    or

       (B) If the corporation is a subsidiary that is merged with its
    parent under Code Section 14-2-1104;

     (2) Consummation of a plan of share exchange to which the corporation is
  a party as the corporation whose shares will be acquired, if the
  shareholder is entitled to vote on the plan;

     (3) Consummation of a sale or exchange of all or substantially all of
  the property of the corporation if a shareholder vote is required on the
  sale or exchange pursuant to Code Section 14-2-1202, but not including a
  sale pursuant to court order or a sale for cash pursuant to a plan by which
  all or substantially all of the net proceeds of the sale will be
  distributed to the shareholders within one year after the date of sale;

     (4) An amendment of the articles of incorporation that materially and
  adversely affects rights in respect of a dissenter's shares because it:

                                      7-1
<PAGE>

       (A) Alters or abolishes a preferential right of the shares;

       (B) Creates, alters, or abolishes a right in respect of redemption,
    including a provision respecting a sinking fund for the redemption or
    repurchase, of the shares;

       (C) Alters or abolishes a preemptive right of the holder of the
    shares to acquire shares or other securities;

       (D) Excludes or limits the right of the shares to vote on any
    matter, or to cumulate votes, other than a limitation by dilution
    through issuance of shares or other securities with similar voting
    rights;

       (E) Reduces the number of shares owned by the shareholder to a
    fraction of a share if the fractional share so created is to be
    acquired for cash under Code Section 14-2-604; or

       (F) Cancels, redeems, or repurchases all or part of the shares of
    the class; or

     (5) Any corporate action taken pursuant to a shareholder vote to the
  extent that Article 9 of this chapter, the articles of incorporation,
  bylaws, or a resolution of the board of directors provides that voting or
  nonvoting shareholders are entitled to dissent and obtain payment for their
  shares.

   (b) A shareholder entitled to dissent and obtain payment for his shares
under this article may not challenge the corporate action creating his
entitlement unless the corporate action fails to comply with procedural
requirements of this chapter or the articles of incorporation or bylaws of the
corporation or the vote required to obtain approval of the corporate action was
obtained by fraudulent and deceptive means, regardless of whether the
shareholder has exercised dissenter's rights.

   (c) Notwithstanding any other provision of this article, there shall be no
right of dissent in favor of the holder of shares of any class or series which,
at the record date fixed to determine the shareholders entitled to receive
notice of and to vote at a meeting at which a plan of merger or share exchange
or a sale or exchange of property or an amendment of the articles of
incorporation is to be acted on, were either listed on a national securities
exchange or held of record by more than 2,000 shareholders, unless:

     (1) In the case of a plan of merger or share exchange, the holders of
  shares of the class or series are required under the plan of merger or
  share exchange to accept for their shares anything except shares of the
  surviving corporation or another publicly held corporation which at the
  effective date of the merger or share exchange are either listed on a
  national securities exchange or held of record by more than 2,000
  shareholders, except for scrip or cash payments in lieu of fractional
  shares; or

     (2) The articles of incorporation or a resolution of the board of
  directors approving the transaction provides otherwise.

14-2-1303. Dissent by nominees and beneficial owners

   A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one beneficial shareholder and notifies the
corporation in writing of the name and address of each person on whose behalf
he asserts dissenters' rights. The rights of a partial dissenter under this
Code section are determined as if the shares as to which he dissents and his
other shares were registered in the names of different shareholders.

PART 2. PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

14-2-1320. Notice of dissenters' rights

   (a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled to assert
dissenters' rights under this article and be accompanied by a copy of this
article.

                                      7-2
<PAGE>

   (b) If corporate action creating dissenters' rights under Code Section 14-2-
1302 is taken without a vote of shareholders, the corporation shall notify in
writing all shareholders entitled to assert dissenters' rights that the action
was taken and send them the dissenters' notice described in Code Section 14-2-
1322 no later than ten days after the corporate action was taken.

14-2-1321. Notice of intent to demand payment

   (a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is submitted to a vote at a shareholders' meeting, a record
shareholder who wishes to assert dissenters' rights:

     (1) Must deliver to the corporation before the vote is taken written
  notice of his intent to demand payment for his shares if the proposed
  action is effectuated; and

     (2) Must not vote his shares in favor of the proposed action.

   (b) A record shareholder who does not satisfy the requirements of subsection
(a) of this Code section is not entitled to payment for his shares under this
article.

14-2-1322. Dissenters' notice

   (a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is authorized at a shareholders' meeting, the corporation
shall deliver a written dissenters' notice to all shareholders who satisfied
the requirements of Code Section 14-2-1321.

   (b) The dissenters' notice must be sent no later than ten days after the
corporate action was taken and must:

     (1) State where the payment demand must be sent and where and when
  certificates for certificated shares must be deposited;

     (2) Inform holders of uncertificated shares to what extent transfer of
  the shares will be restricted after the payment demand is received;

     (3) Set a date by which the corporation must receive the payment demand,
  which date may not be fewer than 30 nor more than 60 days after the date
  the notice required in subsection (a) of this Code section is delivered;
  and

     (4) Be accompanied by a copy of this article.

14-2-1323. Duty to demand payment

   (a) A record shareholder sent a dissenters' notice described in Code Section
14-2-1322 must demand payment and deposit his certificates in accordance with
the terms of the notice.

   (b) A record shareholder who demands payment and deposits his shares under
subsection (a) of this Code section retains all other rights of a shareholder
until these rights are canceled or modified by the taking of the proposed
corporate action.

   (c) A record shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters' notice, is
not entitled to payment for his shares under this article.

14-2-1324. Share restrictions

   (a) The corporation may restrict the transfer of uncertificated shares from
the date the demand for their payment is received until the proposed corporate
action is taken or the restrictions released under Code Section 14-2-1326.

   (b) The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder until these rights are
canceled or modified by the taking of the proposed corporate action.

                                      7-3
<PAGE>

14-2-1325. Offer of payment

   (a) Except as provided in Code Section 14-2-1327, within ten days of the
later of the date the proposed corporate action is taken or receipt of a
payment demand, the corporation shall by notice to each dissenter who complied
with Code Section 14-2-1323 offer to pay to such dissenter the amount the
corporation estimates to be the fair value of his or her shares, plus accrued
interest.

   (b) The offer of payment must be accompanied by:

     (1) The corporation's balance sheet as of the end of a fiscal year
  ending not more than 16 months before the date of payment, an income
  statement for that year, a statement of changes in shareholders' equity for
  that year, and the latest available interim financial statements, if any;

     (2) A statement of the corporation's estimate of the fair value of the
  shares;

     (3) An explanation of how the interest was calculated;

     (4) A statement of the dissenter's right to demand payment under Code
  Section 14-2-1327; and

     (5) A copy of this article.

   (c) If the shareholder accepts the corporation's offer by written notice to
the corporation within 30 days after the corporation's offer or is deemed to
have accepted such offer by failure to respond within said 30 days, payment for
his or her shares shall be made within 60 days after the making of the offer or
the taking of the proposed corporate action, whichever is later.

14-2-1326. Failure to take action

   (a) If the corporation does not take the proposed action within 60 days
after the date set for demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.

   (b) If, after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under Code Section 14-2-1322 and repeat the payment demand
procedure.

14-2-1327. Procedure if shareholder dissatisfied with payment or offer

   (a) A dissenter may notify the corporation in writing of his own estimate of
the fair value of his shares and amount of interest due, and demand payment of
his estimate of the fair value of his shares and interest due, if:

     (1) The dissenter believes that the amount offered under Code Section
  14-2-1325 is less than the fair value of his shares or that the interest
  due is incorrectly calculated; or

     (2) The corporation, having failed to take the proposed action, does not
  return the deposited certificates or release the transfer restrictions
  imposed on uncertificated shares within 60 days after the date set for
  demanding payment.

   (b) A dissenter waives his or her right to demand payment under this Code
section and is deemed to have accepted the corporation's offer unless he or she
notifies the corporation of his or her demand in writing under subsection (a)
of this Code section within 30 days after the corporation offered payment for
his or her shares, as provided in Code Section 14-2-1325.

   (c) If the corporation does not offer payment within the time set forth in
subsection (a) of Code Section 14-2-1325:

     (1) The shareholder may demand the information required under subsection
  (b) of Code Section 14-2-1325, and the corporation shall provide the
  information to the shareholder within ten days after receipt of a written
  demand for the information; and

                                      7-4
<PAGE>

     (2) The shareholder may at any time, subject to the limitations period
  of Code Section 14-2-1332, notify the corporation of his own estimate of
  the fair value of his shares and the amount of interest due and demand
  payment of his estimate of the fair value of his shares and interest due.

PART 3. JUDICIAL APPRAISAL OF SHARES

14-2-1330. Court action

   (a) If a demand for payment under Code Section 14-2-1327 remains unsettled,
the corporation shall commence a proceeding within 60 days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding
within the 60 day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.

   (b) The corporation shall commence the proceeding, which shall be a nonjury
equitable valuation proceeding, in the superior court of the county where a
corporation's registered office is located. If the surviving corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the registered office
of the domestic corporation merged with or whose shares were acquired by the
foreign corporation was located.

   (c) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled parties to the proceeding, which
shall have the effect of an action quasi in rem against their shares. The
corporation shall serve a copy of the petition in the proceeding upon each
dissenting shareholder who is a resident of this state in the manner provided
by law for the service of a summons and complaint, and upon each nonresident
dissenting shareholder either by registered or certified mail or by
publication, or in any other manner permitted by law.

   (d) The jurisdiction of the court in which the proceeding is commenced under
subsection (b) of this Code section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers
described in the order appointing them or in any amendment to it. Except as
otherwise provided in this chapter, Chapter 11 of Title 9, known as the
"Georgia Civil Practice Act," applies to any proceeding with respect to
dissenters' rights under this chapter.

   (e) Each dissenter made a party to the proceeding is entitled to judgment
for the amount which the court finds to be the fair value of his shares, plus
interest to the date of judgment.

14-2-1331. Court costs and counsel fees

   (a) The court in an appraisal proceeding commenced under Code Section 14-2-
1330 shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court, but not
including fees and expenses of attorneys and experts for the respective
parties. The court shall assess the costs against the corporation, except that
the court may assess the costs against all or some of the dissenters, in
amounts the court finds equitable, to the extent the court finds the dissenters
acted arbitrarily, vexatiously, or not in good faith in demanding payment under
Code Section 14-2-1327.

   (b) The court may also assess the fees and expenses of attorneys and experts
for the respective parties, in amounts the court finds equitable:

     (1) Against the corporation and in favor of any or all dissenters if the
  court finds the corporation did not substantially comply with the
  requirements of Code Sections 14-2-1320 through 14-2-1327; or

     (2) Against either the corporation or a dissenter, in favor of any other
  party, if the court finds that the party against whom the fees and expenses
  are assessed acted arbitrarily, vexatiously, or not in good faith with
  respect to the rights provided by this article.


                                      7-5
<PAGE>

   (c) If the court finds that the services of attorneys for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to these attorneys reasonable fees to be paid out of the
amounts awarded the dissenters who were benefited.

14-2-1332. Limitation of actions

   No action by any dissenter to enforce dissenters' rights shall be brought
more than three years after the corporate action was taken, regardless of
whether notice of the corporate action and of the right to dissent was given by
the corporation in compliance with the provisions of Code Section 14-2-1320 and
Code Section 14-2-1322.

                                      7-6
<PAGE>

                                                                         ANNEX 8

                                    FORM OF
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                             OF SPRINT CORPORATION

   We, Don A. Jensen, Vice President, and Michael T. Hyde, Assistant Secretary,
of Sprint Corporation (the "Corporation"), a corporation organized and existing
under the laws of the State of Kansas, do hereby certify as follows:

   1. That the Corporation was originally incorporated in the State of Kansas
on November 15, 1938 under the name of United Utilities, Inc.

   2. That the Board of Directors of the Corporation, at a meeting of the Board
of Directors, adopted resolutions providing for the adoption of these Amended
and Restated Articles of Incorporation of the Corporation, which amend and
restate the Corporation's Articles of Incorporation in their entirety, and
declaring the advisability of these Amended and Restated Articles of
Incorporation of the Corporation.

   The resolutions further directed that these Amended and Restated Articles of
Incorporation be submitted to the stockholders of the Corporation for their
consideration and approval.

   3. That thereafter, pursuant to the resolutions and in accordance with the
bylaws of the Corporation and the laws of the State of Kansas, the Board of
Directors called a meeting of stockholders for consideration of, among other
things, these Amended and Restated Articles of Incorporation, and thereafter,
pursuant to notice and in accordance with the statutes of the State of Kansas,
the stockholders convened and considered these Amended and Restated Articles of
Incorporation.

   4. That at the meeting a majority of the outstanding stock entitled to vote
thereon voted in favor of, among other things, these Amended and Restated
Articles of Incorporation, which were duly adopted in accordance with the
provisions of Kan. Stat. Ann. (S) 17-6605.

   5. That these Amended and Restated Articles of Incorporation shall become
effective upon filing pursuant to the provisions of Kan. Stat. Ann.(S) 17-
6003(d).

   6. That the text of the Articles of Incorporation of the Corporation, as
previously restated and amended, is hereby amended and restated to read in its
entirety as follows:

                                     First

   The name of the Corporation is SPRINT CORPORATION.

                                     Second

   This Corporation is organized for profit, and the purpose for which it is
formed is to engage in any lawful act or activity for which corporations may be
organized under the Kansas General Corporation Code (the "General Corporation
Code").

                                     Third

   The Corporation's registered office is located at 2330 Shawnee Mission
Parkway, Westwood, Johnson County, Kansas 66205; Mr. J. Richard Devlin is the
registered agent at said address.

                                      8-1
<PAGE>

                                     Fourth

   The Corporation shall have perpetual existence.

                                     Fifth

   Section 1. Number of Directors. The number of Directors shall not be less
than ten nor more than 20 as may be determined from time to time by the
affirmative vote of the majority of the Board of Directors.

   Section 2. Election of Directors. (a) Subject to clause (b) below, the
holders of Corporation Common Stock shall have the right to elect that number
of Directors equal to the excess of (x) the total number of Directors over (y)
the number of Directors, if any, that the holders of Preferred Stock, voting
separately by class or series, are entitled to elect in accordance with the
provisions of ARTICLE SIXTH of these Articles of Incorporation.

   (b) So long as Section 310 remains in effect, under no circumstances shall
an Alien Director elected by the holders of Corporation Common Stock be
qualified to serve as a Director if the number of Aliens who would then be
serving as members of the Board of Directors, including such elected Alien,
would constitute more than the maximum number of Aliens permitted by Section
310 on the Board of Directors.

   (c) The Directors (other than any Directors elected by the holders of any
one or more classes or series of Preferred Stock having the right, voting
separately by class or series, to elect Directors) shall be divided into three
classes, designated Class I, Class II and Class III, with the term of office of
one class expiring each year. The number of Class I, Class II and Class III
Directors shall consist, as nearly as practicable, of one third of the total
number of Directors (other than any Directors elected by the holders of any one
or more classes or series of Preferred Stock having the right, voting
separately by class or series, to elect Directors). At each annual meeting of
stockholders of this Corporation, successors to the class of Directors whose
term expires at that annual meeting shall be elected for a three-year term.

   (d) Whenever the holders of any one or more classes or series of Preferred
Stock shall have the right, voting separately by class or series, to elect
Directors at an annual or special meeting of stockholders, the election, term
of office, filling of vacancies and other features of such directorships shall
be governed by the terms of these Articles of Incorporation applicable thereto,
and such Directors so elected shall not be divided into classes pursuant to
this ARTICLE FIFTH unless expressly provided by such terms.

   Section 3. Change in Number of Directors. If the number of Directors (other
than any Directors elected by the holders of any one or more classes or series
of Preferred Stock having the right, voting separately by class or series, to
elect Directors) is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of Directors in each class as
nearly equal as possible.

   Section 4. Term of Office. (a) Each Director shall be elected for a three-
year term. A Director shall hold office until the annual meeting for the year
in which his term expires and until his successor shall be elected and shall
qualify to serve, subject to prior death, resignation, retirement,
disqualification or removal from office.

   (b) Any vacancy on the Board of Directors (whether resulting from an
increase in the total number of Directors, the departure of one of the
Directors or otherwise) may be filled by the affirmative vote of a majority of
the Directors elected by the same class or classes of stockholders which would
be entitled to elect the Director who would fill such vacancy if the annual
meeting of stockholders of this Corporation were held on the date on which such
vacancy occurred, provided that at any time when there is only one such
Director so elected and then serving, such Director may fill such vacancy and,
provided further, that at any time when there are no such Directors then
serving, the stockholders of the class or classes entitled to elect the
Director who will fill such vacancy shall have the right to fill such vacancy.

                                      8-2
<PAGE>

   (c) Any additional Director of any class elected to fill a vacancy resulting
from an increase in the number of Directors of such class shall hold office for
a term that shall coincide with the remaining term of the Directors of that
class, but in no case will a decrease in the number of Directors shorten the
term of any incumbent Director. Any Director elected to fill a vacancy not
resulting from an increase in the number of Directors shall have the same
remaining term as that of his predecessor.

   Section 5. Rights, Powers, Duties, Rules and Procedures; Amendment of
Bylaws. (a) Except to the extent prohibited by law or as set forth in these
Articles of Incorporation or the Bylaws, the Board of Directors shall have the
right (which, to the extent exercised, shall be exclusive) to establish the
rights, powers, duties, rules and procedures that from time to time shall
govern the Board of Directors and each of its members, including, without
limitation, the vote required for any action by the Board of Directors, and
that from time to time shall affect the Directors' power to manage the business
and affairs of this Corporation. Except to the extent required by law or as set
forth in these Articles of Incorporation or the Bylaws, no Bylaw shall be
adopted by stockholders which shall impair or impede the implementation of the
foregoing.

   (b) The Board of Directors is expressly authorized and empowered, in the
manner provided in the Bylaws of this Corporation, to adopt, amend and repeal
the Bylaws of this Corporation in any respect to the full extent permitted by
the General Corporation Code not inconsistent with the laws of the General
Corporation Code or with these Articles of Incorporation, provided that prior
to November 23, 2002, ARTICLE IV, SECTION 13 of the Bylaws may not be amended,
altered, repealed, superseded or made inoperative or ineffective by adoption of
other provisions to the Bylaws or these Articles of Incorporation (any such
action, a "CP Covered Bylaws Amendment") without the affirmative vote of the
holders of record of (i) a majority of the votes represented by the shares of
PCS Stock and Class A Common Stock then outstanding, voting together as a
single class in accordance with ARTICLE SIXTH, Section 3.2(d), and (ii) a
majority of the votes represented by the shares of Corporation Common Stock,
voting together as a single class, at any annual or special meeting of
stockholders, the notice of which shall have specified or summarized the
proposed CP Covered Bylaws Amendment.

   Section 6. Removal. A Director (other than a Director elected by the holders
of any class or series of Preferred Stock having the right, voting separately
by class or series, to elect Directors) may be removed only for cause. No
Director so removed may be reinstated for so long as the cause for removal
continues to exist. Such removal for cause may be effected only by the
affirmative vote of the holders of a majority of the votes represented by the
shares of the class or classes of stockholders which were entitled to elect
such Director.

   Section 7. Definitions. Certain capitalized terms used in this ARTICLE FIFTH
without definition have the meanings set forth in Section 10 of ARTICLE SIXTH.

                                     Sixth

   Section 1.1. Authorized Shares. The total number of shares of capital stock
which may be issued by this Corporation is 6,770,000,000, and the designation
of each class or series, the number of authorized shares of each class or
series and the par value of the shares of each class or series, are as follows:

<TABLE>
<CAPTION>
Designation                    Class              Series        No. of Shares    Par Value
- -----------              ----------------  -------------------- ------------- ---------------
<S>                      <C>               <C>                  <C>           <C>
The "Series 1 FON
 Stock"................. FON Common Stock        Series 1       2,500,000,000 $2.00 per share
The "Series 2 FON
 Stock"................. FON Common Stock        Series 2         500,000,000 $2.00 per share
The "Series 3 FON
 Stock"................. FON Common Stock        Series 3       1,200,000,000 $2.00 per share
The "Old Class A Common  Class A Common
 Stock"................. Stock                                    100,000,000 $2.50 per share
The "Class A Common      Class A Common
 Stock--Series DT"...... Stock                  Series DT         100,000,000 $2.50 per share
The "Series 1 PCS
 Stock"................. PCS Common Stock        Series 1       1,250,000,000 $1.00 per share
The "Series 2 PCS
 Stock"................. PCS Common Stock        Series 2         500,000,000 $1.00 per share
The "Series 3 PCS
 Stock"................. PCS Common Stock        Series 3         600,000,000 $1.00 per share
The "Preferred Stock"... Preferred Stock   See Section 13 below    20,000,000    No par value
</TABLE>

                                      8-3
<PAGE>

   Section 1.2. Representation of Equity Value; Exchange of Interests in Class
A Common Stock. (a) The aggregate common equity value of the Corporation and
each Business Group shall, at any time, be represented as follows:

   (i) The total common equity value of the Corporation shall be represented by
the sum of the outstanding shares of (A) the FON Stock, (B) the PCS Stock and
(C) the Class A Common Stock.

   (ii) The total common equity value of the FON Group shall be represented by
the sum of (A) the outstanding shares of the FON Stock and (B) the outstanding
shares of Old Class A Common Stock and Class A Common Stock--Series DT (but
only to the extent such stock represents a Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The FON Group and a Number Of
Shares Issuable With Respect To The Class A--Series DT Equity Interest In The
FON Group, respectively).

   (iii) The total common equity value of the PCS Group shall be represented by
the sum of (A) the outstanding shares of the PCS Stock, (B) the Number Of
Shares Issuable With Respect To The FON Group Intergroup Interest, and (C) the
outstanding shares of Old Class A Common Stock and Class A Common Stock--Series
DT (but only to the extent such stock represents a Number Of Shares Issuable
With Respect To The Old Class A Equity Interest In The PCS Group and a Number
Of Shares Issuable With Respect To The Class A--Series DT Equity Interest In
The PCS Group, respectively).

   (b) The Old Class A Common Stock and Class A Common Stock--Series DT shall,
at all times, be deemed to represent, respectively, a number of shares of
Series 3 FON Stock and/or Series 3 PCS Stock equal to: (A) the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The FON Group plus
the Number Of Shares Issuable With Respect To The Old Class A Equity Interest
In The PCS Group and (B) the Number Of Shares Issuable With Respect To The
Class A--Series DT Equity Interest In The FON Group plus the Number Of Shares
Issuable With Respect To The Class A--Series DT Equity Interest In The PCS
Group.

   (c) Each holder of a share of Old Class A Common Stock shall have the right,
exercisable at any time and from time to time, to cause the Corporation to
issue the following:

   (i) in respect of each share notionally represented in the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The FON Group,
either a share of Series 3 FON Stock to such holder (or to a Qualified
Subsidiary of such holder) or a share of Series 1 FON Stock to a designee of
such holder, provided a transfer of such share to such designee is permitted
under the Stockholders' Agreement; or

   (ii) in respect of each share notionally represented in the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The PCS Group,
either a share of Series 3 PCS Stock to such holder (or to a Qualified
Subsidiary of such holder) or a share of Series 1 PCS Stock to a designee of
such holder, provided a transfer of such share to such designee is permitted
under the Stockholders' Agreement.

   A holder of Old Class A Common Stock may exercise its right to cause any
such issuance solely with respect to the Number Of Shares Issuable With Respect
To The Old Class A Equity Interest In The FON Group, solely with respect to the
Number Of Shares Issuable With Respect To The Old Class A Equity Interest In
The PCS Group, or any combination thereof; provided,

   (x) when the Number Of Shares Issuable With Respect To The Old Class A
Equity Interest In The FON Group is reduced to zero, no further shares of
Series 1 FON Stock or Series 3 FON Stock may be issued pursuant to this Section
1.2(c),

   (y) when the Number Of Shares Issuable With Respect To The Old Class A
Equity Interest In The PCS Group is reduced to zero, no further shares of
Series 1 PCS Stock or Series 3 PCS Stock may be issued pursuant to this Section
1.2(c), and

                                      8-4
<PAGE>

   (z) if at any time the Number Of Shares Issuable With Respect To The Old
Class A Equity Interest In The FON Group and the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The PCS Group are both zero, the
Old Class A Common Stock may be redeemed, at the Corporation's option, at a
redemption price of $0.001 per share.

   (d) Each holder of a share of Class A Common Stock--Series DT shall have the
right, exercisable at any time and from time to time, to cause the Corporation
to issue the following:

   (i) in respect of each share notionally represented in the Number Of Shares
Issuable With Respect To The Class A--Series DT Equity Interest In The FON
Group, either a share of Series 3 FON Stock to such holder (or to a Qualified
Subsidiary of such holder) or a share of Series 1 FON Stock to a designee of
such holder, provided a transfer of such share to such designee is permitted
under the Stockholders' Agreement; and

   (ii) in respect of each share notionally represented in the Number Of Shares
Issuable With Respect To The Class A--Series DT Equity Interest In The PCS
Group, either a share of Series 3 PCS Stock to such holder (or to a Qualified
Subsidiary of such holder) or a share of Series 1 PCS Stock to a designee of
such holder, provided a transfer of such share to such designee is permitted
under the Stockholders' Agreement.

   A holder of Class A Common Stock--Series DT may exercise its right to cause
any such issuance solely with respect to the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The FON Group, solely with
respect to the Number Of Shares Issuable With Respect To The Class A--Series DT
Equity Interest In The PCS Group, or any combination thereof; provided,

   (i) when the Number Of Shares Issuable With Respect To The Class A--Series
DT Equity Interest In The FON Group is reduced to zero, no further shares of
Series 1 FON Stock or Series 3 FON Stock may be issued pursuant to this Section
1.2(d),

   (ii) when the Number Of Shares Issuable With Respect To The Class A--Series
DT Equity Interest In The PCS Group is reduced to zero, no further shares of
Series 1 PCS Stock or Series 3 PCS Stock may be issued pursuant to this Section
1.2(d), and

   (iii) if at any time the Number Of Shares Issuable With Respect To The Class
A--Series DT Equity Interest In The FON Group and the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The PCS Group are
both zero, the Class A Common Stock--Series DT may be redeemed, at the
Corporation's option, at a redemption price of $0.001 per share.

   (e) Automatic Reclassification and Adjustment to Par Value Amount.

   (i) Upon each issuance of any shares of Series 1 FON Stock and/or Series 3
FON Stock, on the one hand, and Series 1 PCS Stock and/or Series 3 PCS Stock,
on the other, in accordance with Section 1.2(c) or Section 8.3(a), each share
of the Corporation's existing Old Class A Common Stock will be automatically
reclassified into a share of Class A Common Stock with a par value amount equal
to the Reduced Par Value Amount and the Number Of Shares Issuable With Respect
To The Old Class A Equity Interest In The FON Group and the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The PCS Group,
respectively, will be reduced in accordance with the definitions of such terms
set forth in ARTICLE SIXTH, Section 10; provided that after each such
reclassification, the sum of (x) the total number of outstanding shares of
Series 1 FON Stock and/or Series 3 FON Stock, on the one hand, or Series 1 PCS
Stock and/or Series 3 PCS Stock, on the other, so issued in accordance with
Section 1.2(c) or Section 8.3(a) times the par value per share of such stock
and (y) the total number of outstanding shares of Old Class A Common Stock
immediately after such issuance times the Reduced Par Value Amount will always
equal (z) the total number of outstanding shares of Old Class A Common Stock
immediately prior to such issuance times the par value per share of such shares
existing immediately prior to such issuance.

                                      8-5
<PAGE>

   (ii) Upon each issuance of any shares of Series 1 FON Stock and/or Series 3
FON Stock, on the one hand, and Series 1 PCS Stock and/or Series 3 PCS Stock,
on the other, in accordance with Section 1.2(d) or Section 8.3(a), each share
of the Corporation's existing Class A Common Stock--Series DT will be
automatically reclassified into a share of Class A Common Stock--Series DT with
a par value amount equal to the Reduced Par Value Amount and the Number Of
Shares Issuable With Respect To The Class A--Series DT Equity Interest In The
FON Group and the Number Of Shares Issuable With Respect To The Class A--Series
DT Equity Interest In The PCS Group, respectively, will be reduced in
accordance with the definitions of such terms set forth in ARTICLE SIXTH,
Section 10; provided that after each such reclassification, the sum of (x) the
total number of outstanding shares of Series 1 FON Stock and/or Series 3 FON
Stock, on the one hand, or
Series 1 PCS Stock and/or Series 3 PCS Stock, on the other, so issued in
accordance with Section 1.2(d) or Section 8.3(a) times the par value per share
of such stock and (y) the total number of outstanding shares of Class A Common
Stock--Series DT immediately after such issuance times the Reduced Par Value
Amount will always equal (z) the total number of outstanding shares of Class A
Common Stock--Series DT immediately prior to such issuance times the par value
per share of such shares existing immediately prior to such issuance.

   (f) Notice Provisions; Issuance of Stock Certificates, etc.

   (i) A Class A Holder shall exercise its rights under this Section 1.2 by
delivering a written notice to the Corporation (an "Issuance Notice") signed by
an authorized officer of the Class A Holder specifying (1) the class and series
of the Shares to be issued by the Corporation, (2) the number of shares of each
to be issued pursuant to such request, and (3) the name of the Person in whose
name the shares are to be issued (such a Person, a "Designee").

   (ii) As promptly as practical after receipt of an Issuance Notice, and in no
event later than 5 Business Days thereafter, the Corporation will deliver or
cause to be delivered a certificate or certificates representing the number of
duly issued, fully paid and nonassessable shares issued pursuant to the
Issuance Notice; provided, however, that the Corporation shall not be obligated
to issue such shares if any material defect exists with respect to such
Issuance Notice.

   (iii) Immediately upon the issuance of the shares of Series 1 FON Stock,
Series 3 FON Stock, Series 1 PCS Stock and Series 3 PCS Stock pursuant to an
Issuance Notice, the Designee shall be treated for all purposes as having
become the record holder of the shares of such stock so issued.

   (iv) This Corporation shall pay all United States federal, state or local
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares in connection with an Issuance Notice pursuant to
this Section 1.2, provided 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 such shares in a name other than that of
the registered holder of the Class A Common Stock that gave rise to the right
to cause the issuance of such Shares, 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.

   (v) In addition to the obligations of the Corporation contained in these
Articles of Incorporation to reserve and keep available Shares, this
Corporation shall at all times reserve and keep available, out of the aggregate
of its authorized but unissued Series 3 FON Stock, Series 3 PCS Stock, Series 1
PCS Stock and Series 1 FON Stock and its issued Series 1 FON Stock or Series 1
PCS Stock held in its treasury, Shares for the purpose of effecting the
issuances of the Series 3 FON Stock, Series 1 FON Stock, Series 3 PCS Stock and
Series 1 PCS Stock contemplated hereby.

   Section 2. General Provisions Relating to All Stock.

   2.1. Preemptive Rights; Cumulative Voting. No holder of shares of capital
stock of any class or series of this Corporation or holder of any security or
obligation convertible into shares of capital stock of any class or

                                      8-6
<PAGE>

series of this Corporation shall have any preemptive right whatsoever to
subscribe for, purchase or otherwise acquire shares of capital stock of any
class or series of this Corporation, whether now or hereafter authorized;
provided that this provision shall not (i) prohibit this Corporation from
granting, contractually or otherwise, to any such holder, the right to purchase
additional securities of this Corporation or (ii) otherwise limit or otherwise
modify any rights of any such holder pursuant to any such contract or other
agreement. Stockholders of this Corporation shall not be entitled to cumulative
voting of their shares in elections of Directors.

   2.2. Redemption of Shares Held by Aliens. Notwithstanding any other
provision of these Articles of Incorporation to the contrary, outstanding
shares of Non-Class A Common Stock Beneficially Owned by Aliens and Class A
Stock Beneficially Owned by Aliens may be redeemed by this Corporation, by
action duly taken by the Board of Directors (with the approval of a majority of
the Continuing Directors (as defined in ARTICLE SEVENTH) at a meeting at which
at least seven Continuing Directors are present, except that no such approval
of the Continuing Directors shall be required if:

   (i) the Fair Price Provisions have been deleted in their entirety,

   (ii) the Fair Price Provisions have been modified so as explicitly not to
apply to any Class A Holder, or they have been modified in a manner reasonably
satisfactory to FT and DT so as explicitly not to apply to any transactions
with any Class A Holder contemplated under these Articles of Incorporation,

   (iii) the transaction in question is not a "Business Combination" within the
meaning of the Fair Price Provisions, or

   (iv) the Class A Holder that is a party to the transaction, along with its
Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as in effect on October 1, 1982) and Associates (as such term is
defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect
on October 1, 1982), is no longer an "Interested Stockholder" or "Affiliate" of
an "Interested Stockholder" within the meaning of the Fair Price Provisions),
to the extent necessary or advisable, in the judgment of the Board of
Directors, for this Corporation or any of its Subsidiaries to comply with the
requirements of Section 310 (each of (i) through (iv), a "Fair Price
Condition"), provided that (i) for purposes of these Articles of Incorporation,
redemption of the Class A Common Stock is deemed to occur upon the reduction,
in consideration of payments otherwise made in respect of redemptions under
this Section 2.2, of Shares Issuable With Respect To The Class A Equity
Interest In The FON Group or Shares Issuable With Respect To The Class A Equity
Interest In The PCS Group that are represented by the Class A Common Stock
(with any such redemption of shares of Class A Common Stock being referred to
in this Section 2.2 as a redemption of Shares Issuable With Respect To The
Class A Equity Interest In The FON Group or Shares Issuable With Respect To The
Class A Equity Interest In The PCS Group, as applicable) and (ii) Series 3 FON
Stock, Series 3 PCS Stock, Shares Issuable With Respect To The Class A Equity
Interest In The FON Group and Shares Issuable With Respect To The Class A
Equity Interest In The PCS Group may only be redeemed if, and only to the
extent that, they represent in the aggregate Votes constituting greater than
20% of the aggregate Voting Power of this Corporation immediately prior to the
time of such redemption.

   The terms and conditions of such redemption shall be as follows, subject in
any case to any other rights of a particular Alien or of this Corporation
pursuant to any contract or agreement between such Alien and this Corporation:

   (a) except as provided in Section 2.2(f), the redemption price of the shares
to be redeemed pursuant to this Section 2.2 shall be equal to the Market Price
of such shares on the third Business Day prior to the date notice of such
redemption is given pursuant to Section 2.2(d), provided that, except as
provided in Section 2.2(f), such redemption price as to any Alien who purchased
such shares of Non-Class A Common Stock after November 21, 1995 and within one
year prior to the Redemption Date shall not (unless otherwise determined by the
Board of Directors) exceed the purchase price paid by such Alien for such
shares;

                                      8-7
<PAGE>

   (b) the redemption price of such shares may be paid in cash, Redemption
Securities or any combination thereof;

   (c) if less than all of the shares Beneficially Owned by Aliens 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

   (i) in all cases be entitled to redeem shares of Non-Class A Common Stock
Beneficially Owned by Aliens prior to redeeming any shares of Series 3 FON
Stock, Series 3 PCS Stock, Shares Issuable With Respect To The Class A Equity
Interest In The FON Group or Shares Issuable With Respect To The Class A Equity
Interest In The PCS Group Beneficially Owned by Aliens,

   (ii) redeem Shares Issuable With Respect To The Class A Equity Interest In
The FON Group or Shares Issuable With Respect To The Class A Equity Interest In
The PCS Group of the holders of Old Class A Common Stock and Class A Common
Stock--Series DT on a pro rata basis,

   (iii) redeem, on a pro rata basis, Shares Issuable With Respect To The Class
A Equity Interest In The FON Group based on the ratio of the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The FON Group to
the Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The FON Group,

   (iv) redeem, on a pro rata basis, Shares Issuable With Respect To The Class
A Equity Interest In The PCS Group based on the ratio of the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The PCS Group to
the Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The PCS Group, and

   (v) redeem shares of Series 3 PCS Stock and Series 3 FON Stock prior to
redeeming Shares Issuable With Respect To The Class A Equity Interest In The
FON Group and Shares Issuable With Respect To The Class A Equity Interest In
The PCS Group;

   (d) this Corporation shall give notice of the Redemption Date at least 30
days prior to the Redemption Date to the record holders of the shares selected
to be redeemed (unless waived in writing by any such holder) by delivering a
written notice by first class mail, postage pre-paid, to the holders of record
of the shares selected to be redeemed, addressed to such holders at their last
address as shown upon the stock transfer books of this Corporation (each such
notice of redemption specifying the date fixed for redemption, the redemption
price, the place or places of payment and that payment will be made upon
presentation and surrender of the certificates representing such shares),
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;

   (e) 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 Aliens 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 Aliens shall be entitled only to receive the cash or Redemption Securities
payable upon redemption of the shares to be redeemed; and

   (f) such other terms and conditions as the Board of Directors shall
determine to be equitable, provided that,

   (1) if any Shares Issuable With Respect To The Class A Equity Interest In
The FON Group or Shares Issuable With Respect To The Class A Equity Interest In
The PCS Group are redeemed pursuant to this Section

                                      8-8
<PAGE>

2.2, (x) the redemption price, on a per share basis, of Shares Issuable With
Respect To The Class A Equity Interest In The FON Group shall be an amount
equal to the redemption price of a share of Series 3 FON Stock calculated
pursuant to subsection (f)(2) of this Section 2.2, and (y) the redemption
price, on a per share basis, of Shares Issuable With Respect To The Class A
Equity Interest In The PCS Group shall be an amount equal to the redemption
price of shares of Series 3 PCS Stock calculated pursuant to subsection (f)(4)
of this Section 2.2;

   (2) if any shares of Series 3 FON Stock are redeemed pursuant to this
Section 2.2, the redemption price thereof shall be the Market Price of a share
of Series 1 FON Stock on the Redemption Date;

   (3) if any shares of Series 2 PCS Stock (or Series 2 FON Stock, if
applicable) are redeemed pursuant to this Section 2.2, the redemption price of
any such shares redeemed shall be the Market Price of a share of Series 1 PCS
Stock (or Series 1 FON Stock, if applicable) on the Redemption Date; and

   (4) if any shares of Series 3 PCS Stock are redeemed pursuant to this
Section 2.2, the redemption price thereof shall be the Market Price of a share
of Series 1 PCS Stock on the Redemption Date.

   The redemption price to be paid to the Class A Holders shall be modified in
accordance with Article IX of the Stockholders' Agreement if such redemption is
effected within the 120-day period described in the last sentence of Section
2.11 of the Stockholders' Agreement (as such period may be extended pursuant
thereto) following an election by this Corporation to redeem shares in
accordance with such Section.

   Any notice that is mailed as herein provided shall be conclusively presumed
to have been duly given, whether or not the holder of shares to be redeemed
received such notice, provided that all notices to be given to the Class A
Holders shall be made and deemed delivered in accordance with Section 11 of
ARTICLE SIXTH and failure to give such notice by mail, or any defect in such
notice, to holders of shares designated for redemption shall not affect the
validity of the proceedings for the redemption of any other shares.

   2.3. Beneficial Ownership Inquiry. (a) This Corporation may by written
notice require a Person that is a holder of record of Non-Class A Common Stock
or Class A Stock or that this Corporation knows to have, or has reasonable
cause to believe has, Beneficial Ownership of Non-Class A Common Stock or Class
A Stock, to certify that, to the knowledge of such Person:

   (i) no Non-Class A Common Stock or Class A Stock as to which such Person has
record ownership or Beneficial Ownership is Beneficially Owned by Aliens; or

   (ii) the number and class or series of shares of Non-Class A Common Stock or
Class A Stock owned of record or Beneficially Owned by such Person that are
owned of record or Beneficially Owned by Persons that are Aliens are as set
forth in such certificate.

   (b) With respect to any Non-Class A Common Stock or Class A Stock identified
by such Person in response to Section 2.3(a)(ii) above, this Corporation may
require such Person to provide such further information as this Corporation may
reasonably require in order to implement the provisions of Section 2.2 of
ARTICLE SIXTH.

   (c) For purposes of applying Section 2.2 of ARTICLE SIXTH with respect to
any Non-Class A Common Stock or Class A Stock, if any Person fails to provide
the certificate or other information to which this Corporation is entitled
pursuant to this Section 2.3, this Corporation in its sole discretion may
presume that the Non-Class A Common Stock or Class A Stock in question is, or
is not, Beneficially Owned by Aliens.

   2.4. Factual Determinations. The Board of Directors shall have the power and
duty to construe and apply the provisions of Sections 2.2 and 2.3 of ARTICLE
SIXTH and, with respect to shares of Non-Class A Common Stock, to make all
determinations necessary or desirable to implement such provisions, including
but

                                      8-9
<PAGE>

not limited to: (a) the number of shares of Non-Class A Common Stock that are
Beneficially Owned by any Person; (b) whether a Person is an Alien; (c) the
application of any other definition of these Articles of Incorporation to the
given facts; and (d) any other matter relating to the applicability or effect
of Section 2.2 of ARTICLE SIXTH.

   2.5. Loss of Voting Rights. If (a) there is a breach by FT, DT, any
Qualified Subsidiary, any Strategic Investor or any Qualified Stock Purchaser
of any of the provisions of Sections 3.1(a) or 3.2(b) (as it relates to matters
described in Section 3.1(a)) of the Standstill Agreement or any corresponding
provision of any Qualified Subsidiary Standstill Agreement, Strategic Investor
Standstill Agreement or Qualified Stock Purchaser Standstill Agreement, (b)
there is a willful breach in any material respect by FT, DT, any Qualified
Subsidiary, any Strategic Investor or any Qualified Stock Purchaser of any
provision of Section 3.1 (other than Section 3.1(a)) of the Standstill
Agreement or any corresponding provision of any Qualified Subsidiary Standstill
Agreement, Strategic Investor Standstill Agreement or Qualified Stock Purchaser
Standstill Agreement, or (c) a Government Affiliate or Related Company (each as
defined in the Standstill Agreement) takes an action which if taken by FT or DT
would violate Sections 3.1 or 3.2(b) (as it relates to matters other than those
described in Section 3.1(a)) of the Standstill Agreement, then FT and its
Qualified Subsidiaries (except in the case of a breach arising from the action
of a Government Affiliate of Germany, a Related Company of DT or a Strategic
Investor in a Qualified Subsidiary of DT in which FT is not an investor), DT
and its Qualified Subsidiaries (except in the case of a breach arising from the
action of a Government Affiliate of France, a Related Company of FT or a
Strategic Investor in a Qualified Subsidiary of FT in which DT is not an
investor) and each Qualified Stock Purchaser shall not be entitled to vote any
of their shares of capital stock of this Corporation with respect to any matter
or proposal arising from, relating to or involving, such breach or action, and
no such purported vote by such Class A Holders on such matter shall be
effective or shall be counted.

   Section 3. Voting Powers.

   Section 3.1. General. Except as otherwise provided by law or as expressly
set forth in ARTICLE FIFTH or in this ARTICLE SIXTH, each share of Corporation
Common Stock shall be entitled to vote, as provided in ARTICLE SIXTH, Section
3.2 and ARTICLE SIXTH, Section 7.5(d) (with respect to Class A Stock only), on
all matters in respect of which the holders of Corporation Common Stock are
entitled to vote, and, except as otherwise provided by the terms of any
outstanding series of Preferred Stock, the holders of Corporation Common Stock
shall vote together with the holders of all other classes or series of capital
stock which have general voting power on all such matters as a single class;
provided, however, that

   (i) holders of FON Stock and Class A Common Stock, voting together as a
single class in accordance with Section 3.2(c), shall be entitled to vote upon
a proposed amendment to these Articles of Incorporation if such amendment would
(A) increase or decrease the aggregate number of authorized shares of FON
Stock, (B) increase or decrease the par value of the shares of FON Stock or (C)
alter or change the powers, preferences or special rights of the shares of FON
Stock so as to affect them adversely, and

   (ii) holders of PCS Stock and Class A Common Stock, voting together as a
single class in accordance with Section 3.2(d), shall be entitled to vote upon
a proposed amendment to these Articles of Incorporation if such amendment would
(A) increase or decrease the aggregate number of authorized shares of PCS
Stock, (B) increase or decrease the par value of shares of PCS Stock or (C)
alter or change the powers, preferences or special rights of the shares of PCS
Stock so as to affect them adversely.

   The Board of Directors is authorized to adopt resolutions requiring the
approval of any class or series of capital stock, alone or together with any
other class or series of capital stock, as a condition precedent, or condition
subsequent, to the approval, adoption, authorization or consummation of any
action, transaction or any other matter by or involving the Corporation, and no
provision contained in the Amended and Restated Articles of Incorporation shall
be interpreted to limit or restrict such authority in any way.

                                      8-10
<PAGE>

   Section 3.2. Number of Votes. (a) On each matter to be voted on by the
holders of Non-Class A Common Stock and Class A Stock voting together as a
single class,

   (i) each outstanding share of Series 1 FON and Series 3 FON Stock is
entitled to one vote (subject, in the case of the Series 3 FON Stock, to any
increase in accordance with ARTICLE SIXTH, Section 7.5(d));

   (ii) subject to any increase resulting from the provisions of ARTICLE SIXTH,
Section 7.5(d), each outstanding share of Old Class A Common Stock and Class A
Common Stock--Series DT is entitled to a number of votes (which, at any time,
may be more or less than one whole vote and may include a fraction of a vote)
equal to the sum of (A) in the case of the Old Class A Common Stock, the Old
Class A FON Vote Per Share and the Old Class A PCS Vote Per Share (computed as
of the tenth Trading Day preceding the record date for determining the
stockholders entitled to vote, expressed as a decimal fraction rounded to the
nearest three decimal places); and (B) in the case of the Class A Common
Stock--Series DT, the Class A--Series DT FON Vote Per Share and the Class A--
Series DT PCS Vote Per Share (computed as of the tenth Trading Day preceding
the record date for determining the stockholders entitled to vote, expressed as
a decimal fraction rounded to the nearest three decimal places);

   (iii) each outstanding share of Series 1 PCS Stock is entitled to a number
of votes (which, at any time, may be more or less than one whole vote and may
include a fraction of a vote) (the "PCS Per Share Vote") equal to the number of
votes determined by multiplying one by the ratio of the Average Trading Price
of one share of Series 1 PCS Stock to the Average Trading Price of one share of
Series 1 FON Stock computed as of the tenth Trading Day preceding the record
date for determining the stockholders entitled to vote, expressed as a decimal
fraction rounded to the nearest three decimal places;

   (iv) each outstanding share of Series 2 PCS Stock is entitled to a number of
votes (which, at any time, may be more or less than one whole vote and may
include a fraction of one vote) equal to ten percent of the applicable PCS Per
Share Vote as determined in accordance with Section 3.2(a)(iii);

   (v) each outstanding share of Series 3 PCS Stock is entitled to a number of
votes (which, at any time, may be more or less than one whole vote and may
include a fraction of one vote) equal to the applicable PCS Per Share Vote as
determined in accordance with Section 3.2(a)(iii) (subject to any increase in
accordance with ARTICLE SIXTH, Section 7.5(d)); and

   (vi) each outstanding share of Series 2 FON Stock is entitled to ten percent
of one vote.

   (b) On each matter to be voted on by the holders of Non-Class A Common Stock
voting together as a single class,

   (i) each outstanding share of Series 1 FON Stock is entitled to one vote;

   (ii) each outstanding share of Series 1 PCS Stock is entitled to the PCS Per
Share Vote determined in accordance with Section 3.2(a)(iii);

   (iii) each outstanding share of Series 2 PCS Stock is entitled to a number
of votes determined in accordance with Section 3.2(a)(iv); and

   (iv) each outstanding share of Series 2 FON Stock is entitled to ten percent
of one vote.

   (c) On each matter to be voted on by the holders of FON Stock and Class A
Common Stock, voting together as a single class, each outstanding share of (i)
Series 1 FON Stock, Series 2 FON Stock and Series 3 FON Stock is entitled to
one vote and (ii) Old Class A Common Stock and Class A Common Stock--Series DT
is entitled to the Old Class A FON Vote Per Share and the Class A--Series DT
FON Vote Per Share, respectively.

                                      8-11
<PAGE>

   (d) On each matter to be voted on by the holders of the PCS Stock and Class
A Common Stock voting together as a single class, each outstanding share of (i)
Series 1 PCS Stock, Series 2 PCS Stock and Series 3 PCS Stock is entitled to
one vote and (ii) Old Class A Common Stock and Class A Common Stock--Series DT
is entitled to the Old Class A PCS Vote Per Share and the Class A--Series DT
PCS Vote Per Share, respectively.

   (e) On each matter to be voted on by the holders of the Class A Stock voting
together as a single class, each outstanding share of (i) Series 3 FON Stock is
entitled to one vote, (ii) Series 3 PCS Stock is entitled to the PCS Vote Per
Share determined in accordance with Section 3.2(a)(v), and (iii) Old Class A
Common Stock and Class A Common Stock--Series DT is entitled to their
respective per share vote determined in accordance with Section 3.2(a)(ii).

   (f) In addition to the foregoing provisions of this Section 3, (i) if shares
of only one class or series of Corporation Common Stock are outstanding on the
record date for determining the holders of Corporation Common Stock entitled to
vote on any matter, then each share of that class or series shall be entitled
to one vote and (ii) if any class or any series of Corporation Common Stock
votes as a single class with respect to any matter, each share of that class or
series shall, for purposes of such vote, be entitled to one vote on such matter
except with respect to a vote of Old Class A Common Stock and Class A Common
Stock--Series DT voting together as a single class, in which case each share of
such stock shall be entitled to its per share vote determined in accordance
with Section 3.2(a)(ii).

   Section 4. Liquidation Rights. If any voluntary or involuntary liquidation,
dissolution or winding up of this Corporation occurs, then after payment or
provision for payment of the debts and other liabilities of this Corporation,
including the liquidation preferences of any series of Preferred Stock, the
holders of Corporation Common Stock shall be entitled to receive the remaining
assets of the Corporation, regardless of the Business Group to which such
assets are attributed in accordance with Section 10 of this ARTICLE SIXTH,
divided among such holders in accordance with the per share "Liquidation Units"
attributable to each such class or series of stock as follows:

   (i) each share of Series 1 FON Stock, Series 2 FON Stock and Series 3 FON
Stock is hereby attributed one "Liquidation Unit,"

   (ii) at the time of the liquidation, dissolution or winding up of this
Corporation, each share of Old Class A Common Stock will be attributed a number
of "Liquidation Units" (which may be more or less than one whole "Liquidation
Unit" and may include a fraction of a "Liquidation Unit") equal to (A) the sum
of (I) the Number Of Shares Issuable With Respect To The Old Class A Equity
Interest In The FON Group and (II) the product of the Number Of Shares Issuable
With Respect To The Old Class A Equity Interest In The PCS Group and the PCS
Ratio, divided by (B) the aggregate number of shares of Old Class A Common
Stock outstanding;

   (iii) at the time of the liquidation, dissolution or winding up of this
Corporation, each share of Class A Common Stock--Series DT will be attributed a
number of "Liquidation Units" (which may be more or less than one whole
"Liquidation Unit" and may include a fraction of a "Liquidation Unit") equal to
(A) the sum of (I) the Number Of Shares Issuable With Respect To The Class A--
Series DT Equity Interest In The FON Group and (II) the product of the Number
Of Shares Issuable With Respect To The Class A--Series DT Equity Interest In
The PCS Group and the PCS Ratio, divided by (B) the aggregate number of shares
of Class A Common Stock--Series DT outstanding; and

   (iv) each share of PCS Stock is hereby attributed the number of "Liquidation
Units" determined by multiplying one by the PCS Ratio.

   The per share "Liquidation Units" of each such class or series of stock are
subject to adjustment as determined by the Board of Directors to be appropriate
to reflect equitably (i) any subdivision (by stock split or otherwise) or
combination (by reverse stock split or otherwise) of such class or series of
stock or (ii) any

                                      8-12
<PAGE>

dividend or other distribution of shares of such class or series of stock to
holders of shares of such class or series of stock. Neither the merger nor
consolidation of this Corporation, nor the Transfer of all or part of its
assets, shall be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of this Corporation within the meaning of this
Section 4. Notwithstanding the foregoing, any transaction or series of related
transactions which results in the distribution of all or substantially all of
the assets of the PCS Group (excluding any portion of such assets retained by
the Corporation or distributed to holders of FON Stock in respect of the FON
Group Intergroup Interest Fraction) to the holders of the outstanding PCS Stock
and Class A Common Stock (to the extent of any Shares Issuable With Respect To
The Class A Equity Interest In The PCS Group) by way of the distribution of
equity interests in one or more entities that collectively hold, directly or
indirectly, all or substantially all of the assets of the PCS Group (including,
without limitation, the PCS Group Subsidiary) shall not constitute a voluntary
or involuntary liquidation, dissolution or winding up of the Corporation for
purposes of this Section 4 but shall be subject to ARTICLE SIXTH, Section 7.2.

   Section 5. Dividends. Dividends shall be declared and paid only out of net
income or surplus of this Corporation and may be declared and paid upon each
class and series of Corporation Common Stock, upon the terms with respect to
each such class and series, and subject to the limitations provided for in this
Section 5 and in Section 13, as the Board of Directors may determine.

   5.1. Generally. Dividends on Corporation Common Stock may be declared and
paid only out of the funds of the Corporation legally available therefor.

   5.1.1. The holders of the Series 1 FON Stock shall be entitled to receive,
when and if declared by the Board of Directors in accordance with this Section
5.1, dividends in respect of the Series 1 FON Stock equivalent on a per share
basis to those payable on the Series 2 FON Stock. Dividends on the Series 1 FON
Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 2 FON Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 2 FON Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 2 FON Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
2 FON Stock payable in shares of Series 2 FON Stock or Series 2 PCS Stock, or
in options, warrants or rights to acquire shares of Series 2 FON Stock or
Series 2 PCS Stock, or in securities convertible into or exchangeable for
shares of Series 2 FON Stock or Series 2 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 1 FON Stock
payable in shares of Series 1 FON Stock or Series 1 PCS Stock, respectively, or
equivalent corresponding options, warrants or rights to acquire shares of
Series 1 FON Stock or Series 1 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
1 FON Stock or Series 1 PCS Stock, respectively.

   5.1.2. The holders of the Series 1 FON Stock shall be entitled to receive,
when and if declared by the Board of Directors in accordance with this Section
5.1, dividends in respect of the Series 1 FON Stock equivalent on a per share
basis to those payable on the Series 3 FON Stock. Dividends on the Series 1 FON
Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 3 FON Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 3 FON Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 3 FON Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
3 FON Stock payable in shares of Series 3 FON Stock or Series 3 PCS Stock, or
in options, warrants or rights to acquire shares of Series 3 FON Stock or
Series 3 PCS Stock, or in securities convertible into or exchangeable for
shares of Series 3 FON Stock or Series 3 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 1 FON Stock
payable in shares of Series 1 FON Stock or Series 1 PCS Stock, respectively, or
equivalent corresponding options, warrants or rights to acquire shares of
Series 1 FON Stock or Series 1 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
1 FON Stock or Series 1 PCS Stock, respectively.

                                      8-13
<PAGE>

   5.1.3. The holders of shares of Series 2 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 FON Stock equivalent on a per
share basis to those payable on the Series 1 FON Stock. Dividends on the Series
2 FON Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 1 FON Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 1 FON Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 1 FON Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
1 FON Stock payable in shares of Series 1 FON Stock or Series 1 PCS Stock, or
in options, warrants or rights to acquire shares of Series 1 FON Stock or
Series 1 PCS Stock, or in securities convertible into or exchangeable for
shares of Series 1 FON Stock or Series 1 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 2 FON Stock
payable in shares of Series 2 FON Stock or Series 2 PCS Stock, respectively, or
equivalent corresponding options, warrants or rights to acquire shares of
Series 2 FON Stock or Series 2 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
2 FON Stock or Series 2 PCS Stock, respectively.

   5.1.4. The holders of shares of Series 2 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 FON Stock equivalent on a per
share basis to those payable on the Series 3 FON Stock. Dividends on the Series
2 FON Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 3 FON Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 3 FON Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 3 FON Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
3 FON Stock payable in shares of Series 3 FON Stock or Series 3 PCS Stock, or
in options, warrants or rights to acquire shares of Series 3 FON Stock or
Series 3 PCS Stock, or in securities convertible into or exchangeable for
shares of Series 3 FON Stock or Series 3 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 2 FON Stock
payable in shares of Series 2 FON Stock or Series 2 PCS Stock, respectively or
equivalent corresponding options, warrants or rights to acquire shares of
Series 2 FON Stock or Series 2 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
2 FON Stock or Series 2 PCS Stock, respectively.

   5.1.5. The holders of shares of Series 3 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 3 FON Stock equivalent on a per
share basis to those payable on the Series 1 FON Stock. Dividends on the Series
3 FON Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 1 FON Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 1 FON Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 1 FON Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
1 FON Stock payable in shares of Series 1 FON Stock or Series 1 PCS Stock, or
in options, warrants or rights to acquire shares of Series 1 FON Stock or
Series 1 PCS Stock, or in securities convertible into or exchangeable for
shares of Series 1 FON Stock or Series 1 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 3 FON Stock
payable in shares of Series 3 FON Stock or Series 3 PCS stock, respectively, or
equivalent corresponding options, warrants or rights to acquire shares of
Series 3 FON Stock or Series 3 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
3 FON Stock or Series 3 PCS Stock, respectively.

   5.1.6. The holders of shares of Series 3 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 3 FON Stock equivalent on a per
share basis to those payable on the Series 2 FON Stock. Dividends on the Series
3 FON Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of

                                      8-14
<PAGE>

Series 2 FON Stock and shall be in an amount per share equal to the full per
share amount of any cash dividend paid on shares of Series 2 FON Stock, plus
the full per share amount (payable in kind) of any non-cash dividend paid on
shares of Series 2 FON Stock, provided that if this Corporation shall declare
and pay any dividend on shares of Series 2 FON Stock payable in shares of
Series 2 FON Stock or Series 2 PCS Stock, or in options, warrants or rights to
acquire shares of Series 2 FON Stock or Series 2 PCS Stock, or in securities
convertible into or exchangeable for shares of Series 2 FON Stock or Series 2
PCS Stock, then in each case, this Corporation shall declare and pay, at the
same time that it declares and pays any such dividend, an equivalent dividend
per share on the Series 3 FON Stock payable in shares of Series 3 FON Stock or
Series 3 PCS Stock, respectively, or equivalent corresponding options, warrants
or rights to acquire shares of Series 3 FON Stock or Series 3 PCS Stock,
respectively, or equivalent corresponding securities convertible into or
exchangeable for shares of Series 3 FON Stock or Series 3 PCS Stock,
respectively.

   5.1.7. In addition to the entitlement with respect to dividends contained in
Sections 5.1.16 through 5.1.18, the holders of shares of Class A Common Stock
shall be entitled to receive, when and if declared by the Board of Directors in
accordance with this Section 5.1, dividends in respect of the Class A Common
Stock equivalent on a Per Class A FON Share Basis to those payable on a per
share basis to the Series 1 FON Stock. Dividends on the Class A Common Stock
shall be payable on the same date fixed for the payment of the corresponding
dividend on shares of Series 1 FON Stock and shall be in an amount, on a Per
Class A FON Share Basis, equal to (i) the full per share amount of any cash
dividend paid on shares of Series 1 FON Stock plus (ii) the full per share
amount (payable in kind) of any non-cash dividend paid on shares of Series 1
FON Stock, provided that if this Corporation shall declare and pay any dividend
on shares of Series 1 FON Stock payable in shares of Series 1 FON Stock or
Series 1 PCS Stock, or in options, warrants or rights to acquire shares of
Series 1 FON Stock or Series 1 PCS Stock, or in securities convertible into or
exchangeable for shares of Series 1 FON Stock or Series 1 PCS Stock, then in
each case, this Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, an equivalent dividend on a Per Class A
FON Share Basis on the Class A Common Stock payable in shares of Series 3 FON
Stock or Series 3 PCS Stock, respectively, or equivalent corresponding options,
warrants or rights to acquire shares of Series 3 FON Stock or Series 3 PCS
Stock, respectively, or equivalent corresponding securities convertible into or
exchangeable for shares of Series 3 FON Stock or Series 3 PCS Stock,
respectively.

   5.1.8. In addition to the entitlement with respect to dividends contained in
Sections 5.1.16 through 5.1.18, the holders of shares of Class A Common Stock
shall be entitled to receive, when and if declared by the Board of Directors in
accordance with this Section 5.1, dividends in respect of the Class A Common
Stock equivalent on a Per Class A FON Share Basis to those payable on a per
share basis to the Series 2 FON Stock. Dividends on the Class A Common Stock
shall be payable on the same date fixed for the payment of the corresponding
dividend on shares of Series 2 FON Stock and shall be in an amount, on a Per
Class A FON Share Basis, equal to (i) the full per share amount of any cash
dividend paid on shares of Series 2 FON Stock plus (ii) the full per share
amount (payable in kind) of any non-cash dividend paid on shares of Series 2
FON Stock, provided that if this Corporation shall declare and pay any dividend
on shares of Series 2 FON Stock payable in shares of Series 2 FON Stock or
Series 2 PCS Stock, or in options, warrants or rights to acquire shares of
Series 2 FON Stock or Series 2 PCS Stock, or in securities convertible into or
exchangeable for shares of Series 2 FON Stock or Series 2 PCS Stock, then in
each case, this Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, an equivalent dividend on a Per Class A
FON Share Basis on the Class A Common Stock payable in shares of Series 3 FON
Stock or Series 3 PCS Stock, respectively, or equivalent corresponding options,
warrants or rights to acquire shares of Series 3 FON Stock or Series 3 PCS
Stock, respectively, or equivalent corresponding securities convertible into or
exchangeable for shares of Series 3 FON Stock or Series 3 PCS Stock,
respectively.

   5.1.9. In addition to the entitlement with respect to dividends contained in
Sections 5.1.16 through 5.1.18, the holders of shares of Class A Common Stock
shall be entitled to receive, when and if declared by the Board of Directors in
accordance with this Section 5.1, dividends in respect of the Class A Common
Stock, on a Per Class A FON Share Basis, equal to those payable on a per share
basis to the Series 3 FON Stock. Dividends on

                                      8-15
<PAGE>

the Class A Common Stock shall be payable on the same date fixed for the
payment of the corresponding dividend on shares of Series 3 FON Stock and shall
be in an amount, on a Per Class A FON Share Basis, equal to (i) the full per
share amount of any cash dividend paid on shares of Series 3 FON Stock plus
(ii) the full per share amount (payable in kind) of any non-cash dividend paid
on shares of Series 3 FON Stock, provided that if this Corporation shall
declare and pay any dividend on shares of Series 3 FON Stock payable in shares
of Series 3 FON Stock or Series 3 PCS Stock, or in options, warrants or rights
to acquire shares of Series 3 FON Stock or Series 3 PCS Stock, or in securities
convertible into or exchangeable for shares of Series 3 FON Stock or Series 3
PCS Stock, then in each case, this Corporation shall declare and pay, at the
same time that it declares and pays any such dividend, an equivalent dividend
on a Per Class A FON Share Basis on the Class A Common Stock payable in shares
of Series 3 FON Stock or Series 3 PCS Stock, respectively, or equivalent
corresponding options, warrants or rights to acquire shares of Series 3 FON
Stock or Series 3 PCS Stock, respectively, or equivalent corresponding
securities convertible into or exchangeable for shares of Series 3 FON Stock or
Series 3 PCS Stock, respectively.

   5.1.10. The holders of the Series 1 PCS Stock shall be entitled to receive,
when and if declared by the Board of Directors in accordance with this Section
5.1, dividends in respect of the Series 1 PCS Stock equivalent on a per share
basis to those payable on the Series 2 PCS Stock. Dividends on the Series 1 PCS
Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 2 PCS Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 2 PCS Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 2 PCS Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
2 PCS Stock payable in shares of Series 2 PCS Stock, or in options, warrants or
rights to acquire shares of Series 2 PCS Stock, or in securities convertible
into or exchangeable for shares of Series 2 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 1 PCS Stock
payable in shares of Series 1 PCS Stock, or equivalent corresponding options,
warrants or rights to acquire shares of Series 1 PCS Stock, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
1 PCS Stock.

   5.1.11. The holders of the Series 1 PCS Stock shall be entitled to receive,
when and if declared by the Board of Directors in accordance with this Section
5.1, dividends in respect of the Series 1 PCS Stock equivalent on a per share
basis to those payable on the Series 3 PCS Stock. Dividends on the Series 1 PCS
Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 3 PCS Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 3 PCS Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 3 PCS Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
3 PCS Stock payable in shares of Series 3 PCS Stock, or in options, warrants or
rights to acquire shares of Series 3 PCS Stock, or in securities convertible
into or exchangeable for shares of Series 3 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 1 PCS Stock
payable in shares of Series 1 PCS Stock, or equivalent corresponding options,
warrants or rights to acquire shares of Series 1 PCS Stock, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
1 PCS Stock.

   5.1.12. The holders of shares of Series 2 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 PCS Stock equivalent on a per
share basis to those payable on the Series 1 PCS Stock. Dividends on the Series
2 PCS Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 1 PCS Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 1 PCS Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 1 PCS Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
1 PCS Stock payable in shares of Series 1 PCS Stock, or in options, warrants or

                                      8-16
<PAGE>

rights to acquire shares of Series 1 PCS Stock, or in securities convertible
into or exchangeable for shares of Series 1 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 2 PCS Stock
payable in shares of Series 2 PCS Stock, or equivalent corresponding options,
warrants or rights to acquire shares of Series 2 PCS Stock, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
2 PCS Stock.

   5.1.13. The holders of shares of Series 2 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 PCS Stock equivalent on a per
share basis to those payable on the Series 3 PCS Stock. Dividends on the Series
2 PCS Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 3 PCS Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 3 PCS Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 3 PCS Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
3 PCS Stock payable in shares of Series 3 PCS Stock, or in options, warrants or
rights to acquire shares of Series 3 PCS Stock, or in securities convertible
into or exchangeable for shares of Series 3 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 2 PCS Stock
payable in shares of Series 2 PCS Stock, or equivalent corresponding options,
warrants or rights to acquire shares of Series 2 PCS Stock, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
2 PCS Stock.

   5.1.14. The holders of shares of Series 3 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 3 PCS Stock equivalent on a per
share basis to those payable on the Series 1 PCS Stock. Dividends on the Series
3 PCS Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 1 PCS Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 1 PCS Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 1 PCS Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
1 PCS Stock payable in shares of Series 1 PCS Stock, or in options, warrants or
rights to acquire shares of Series 1 PCS Stock, or in securities convertible
into or exchangeable for shares of Series 1 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 3 PCS Stock
payable in shares of Series 3 PCS Stock, or equivalent corresponding options,
warrants or rights to acquire shares of Series 3 PCS Stock, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
3 PCS Stock.

   5.1.15. The holders of shares of Series 3 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 3 PCS Stock equivalent on a per
share basis to those payable on the Series 2 PCS Stock. Dividends on the Series
3 PCS Stock shall be payable on the same date fixed for the payment of the
corresponding dividend on shares of Series 2 PCS Stock and shall be in an
amount per share equal to the full per share amount of any cash dividend paid
on shares of Series 2 PCS Stock, plus the full per share amount (payable in
kind) of any non-cash dividend paid on shares of Series 2 PCS Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Series
2 PCS Stock payable in shares of Series 2 PCS Stock, or in options, warrants or
rights to acquire shares of Series 2 PCS Stock, or in securities convertible
into or exchangeable for shares of Series 2 PCS Stock, then in each case, this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, an equivalent dividend per share on the Series 3 PCS Stock
payable in shares of Series 3 PCS Stock, or equivalent corresponding options,
warrants or rights to acquire shares of Series 3 PCS Stock, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
3 PCS Stock.

                                      8-17
<PAGE>

   5.1.16. In addition to the entitlement with respect to dividends contained
in Sections 5.1.7 through 5.1.9, the holders of shares of Class A Common Stock
shall be entitled to receive, when and if declared by the Board of Directors in
accordance with this Section 5.1, dividends in respect of the Class A Common
Stock equivalent on a Per Class A PCS Share Basis to those payable on a per
share basis to the Series 1 PCS Stock. Dividends on the Class A Common Stock
shall be payable on the same date fixed for the payment of the corresponding
dividend on shares of Series 1 PCS Stock and shall be in an amount, on a Per
Class A PCS Share Basis, equal to (i) the full per share amount of any cash
dividend paid on shares of Series 1 PCS Stock plus (ii) the full per share
amount (payable in kind) of any non-cash dividend paid on shares of Series 1
PCS Stock, provided that if this Corporation shall declare and pay any dividend
on shares of Series 1 PCS Stock payable in shares of Series 1 PCS Stock, or in
options, warrants or rights to acquire shares of Series 1 PCS Stock, or in
securities convertible into or exchangeable for shares of Series 1 PCS Stock,
then in each case, this Corporation shall declare and pay, at the same time
that it declares and pays any such dividend, an equivalent dividend on a Per
Class A PCS Share Basis on the Class A Common Stock payable in shares of Series
3 PCS Stock, or equivalent corresponding options, warrants or rights to acquire
shares of Series 3 PCS Stock, or equivalent corresponding securities
convertible into or exchangeable for shares of Series 3 PCS Stock.

   5.1.17. In addition to the entitlement with respect to dividends contained
in Sections 5.1.7 through 5.1.9, the holders of shares of Class A Common Stock
shall be entitled to receive, when and if declared by the Board of Directors in
accordance with this Section 5.1, dividends in respect of the Class A Common
Stock equivalent on a Per Class A PCS Share Basis to those payable on a per
share basis to the Series 2 PCS Stock. Dividends on the Class A Common Stock
shall be payable on the same date fixed for the payment of the corresponding
dividend on shares of Series 2 PCS Stock and shall be in an amount, on a Per
Class A PCS Share Basis, equal to (i) the full per share amount of any cash
dividend paid on shares of Series 2 PCS Stock plus (ii) the full per share
amount (payable in kind) of any non-cash dividend paid on shares of Series 2
PCS Stock, provided that if this Corporation shall declare and pay any dividend
on shares of Series 2 PCS Stock payable in shares of Series 2 PCS Stock, or in
options, warrants or rights to acquire shares of Series 2 PCS Stock, or in
securities convertible into or exchangeable for shares of Series 2 PCS Stock,
then in each case, this Corporation shall declare and pay, at the same time
that it declares and pays any such dividend, an equivalent dividend on a Per
Class A PCS Share Basis on the Class A Common Stock payable in shares of Series
3 PCS Stock, or equivalent corresponding options, warrants or rights to acquire
shares of Series 3 PCS Stock, or equivalent corresponding securities
convertible into or exchangeable for shares of Series 3 PCS Stock.

   5.1.18. In addition to the entitlement with respect to dividends contained
in Sections 5.1.7 through 5.1.9, the holders of shares of Class A Common Stock
shall be entitled to receive, when and if declared by the Board of Directors in
accordance with this Section 5.1, dividends in respect of the Class A Common
Stock equivalent on a Per Class A PCS Share Basis to those payable on a per
share basis to the Series 3 PCS Stock. Dividends on the Class A Common Stock
shall be payable on the same date fixed for the payment of the corresponding
dividend on shares of Series 3 PCS Stock and shall be in an amount, on a Per
Class A PCS Share Basis, equal to (i) the full per share amount of any cash
dividend paid on shares of Series 3 PCS Stock plus (ii) the full per share
amount (payable in kind) of any non-cash dividend paid on shares of Series 3
PCS Stock, provided that if this Corporation shall declare and pay any dividend
on shares of Series 3 PCS Stock payable in shares of Series 3 PCS Stock, or in
options, warrants or rights to acquire shares of Series 3 PCS Stock, or in
securities convertible into or exchangeable for shares of Series 3 PCS Stock,
then in each case, this Corporation shall declare and pay, at the same time
that it declares and pays any such dividend, an equivalent dividend on a Per
Class A PCS Share Basis on the Class A Common Stock payable in shares of Series
3 PCS Stock, or equivalent corresponding options, warrants or rights to acquire
shares of Series 3 PCS Stock, or equivalent corresponding securities
convertible into or exchangeable for shares of Series 3 PCS Stock.

   5.1.19. The holders of shares of Old Class A Common Stock shall be entitled
to receive, when and if declared by the Board of Directors in accordance with
this Section 5.1, dividends in respect of the Old Class A Common Stock
equivalent, on a Per Class A FON Share Basis and on a Per Class A PCS Share
Basis, to those payable on the Class A Common Stock--Series DT. Dividends on
the Old Class A Common Stock shall be

                                      8-18
<PAGE>

payable on the same date fixed for the payment of the corresponding dividend on
shares of Class A Common Stock--Series DT and shall be in an amount, on a Per
Class A FON Share Basis and on a Per Class A PCS Share Basis, equal to the
amount of any cash dividend paid on shares of Class A Common Stock--Series DT,
plus the amount, on a Per Class A FON Share Basis and on a Per Class A PCS
Share Basis, (payable in kind) of any non-cash dividend paid on shares of Class
A Common Stock--Series DT, provided that if this Corporation shall declare and
pay any dividend on shares of Class A Common Stock--Series DT payable in shares
of FON Stock or PCS Stock, or in options, warrants or rights to acquire shares
of FON Stock or PCS Stock, or in securities convertible into or exchangeable
for shares of FON Stock or PCS Stock, then in each case, this Corporation shall
declare and pay, at the same time that it declares and pays any such dividend,
an equivalent dividend, on a Per Class A FON Share Basis and on a Per Class A
PCS Share Basis, on the Old Class A Common Stock payable in shares of FON Stock
or PCS Stock, respectively, or equivalent corresponding options, warrants or
rights to acquire shares of FON Stock or PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of FON
Stock or PCS Stock, respectively.

   5.1.20. The holders of shares of Class A Common Stock--Series DT shall be
entitled to receive, when and if declared by the Board of Directors in
accordance with this Section 5.1, dividends in respect of the Class A Common
Stock--Series DT equivalent, on a Per Class A FON Share Basis and on a Per
Class A PCS Share Basis, to those payable on the Old Class A Common Stock.
Dividends on the Class A Common Stock--Series DT shall be payable on the same
date fixed for the payment of the corresponding dividend on shares of Old Class
A Common Stock and shall be in an amount, on a Per Class A FON Share Basis and
on a Per Class A PCS Share Basis, equal to the full amount of any cash dividend
paid on shares of Old Class A Common Stock, plus the full amount, on a Per
Class A FON Share Basis and on a Per Class A PCS Share Basis, (payable in kind)
of any non-cash dividend paid on shares of Old Class A Common Stock, provided
that if this Corporation shall declare and pay any dividend on shares of Old
Class A Common Stock payable in shares of FON Stock or PCS Stock, or in
options, warrants or rights to acquire shares of FON Stock or PCS Stock, or in
securities convertible into or exchangeable for shares of FON Stock or PCS
Stock, then in each case, this Corporation shall declare and pay, at the same
time that it declares and pays any such dividend, an equivalent dividend, on a
Per Class A FON Share Basis and on a Per Class A PCS Share Basis, on the Class
A Common Stock--Series DT payable in shares of FON Stock or PCS Stock,
respectively, or equivalent corresponding options, warrants or rights to
acquire shares of FON Stock or PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of FON
Stock or PCS Stock, respectively.

   5.1.21. The holders of shares of Series 1 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 1 FON Stock equivalent on a per
share basis to those payable, on a Per Class A FON Share Basis, on the Old
Class A Common Stock (with respect to the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The FON Group only). Dividends on
the Series 1 FON Stock shall be payable on the same date fixed for the payment
of the corresponding dividend on shares of Old Class A Common Stock and shall
be in an amount per share equal to the full amount, on a Per Class A FON Share
Basis, of any cash dividend paid on shares of Old Class A Common Stock, plus
the full amount, on a Per Class A FON Share Basis, (payable in kind) of any
non-cash dividend paid on shares of Old Class A Common Stock, provided that if
this Corporation shall declare and pay any dividend on shares of Old Class A
Common Stock (with respect to the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The FON Group only) payable in shares of FON
Stock or PCS Stock, or in options, warrants or rights to acquire shares of FON
Stock or PCS Stock, or in securities convertible into or exchangeable for
shares of FON Stock or PCS Stock, then in each case this Corporation shall
declare and pay, at the same time that it declares and pays any such dividend,
a dividend per share on the Series 1 FON Stock (equivalent to that declared and
paid on shares of Old Class A Common Stock on a Per Class A FON Share Basis)
payable in shares of Series 1 FON Stock or Series 1 PCS Stock, respectively, or
equivalent corresponding options, warrants or rights to acquire shares of
Series 1 FON Stock or Series 1 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
1 FON Stock or Series 1 PCS Stock, respectively.

                                      8-19
<PAGE>

   5.1.22. The holders of shares of Series 2 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 FON Stock equivalent on a per
share basis to those payable, on a Per Class A FON Share Basis, on the Old
Class A Common Stock (with respect to the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The FON Group only). Dividends on
the Series 2 FON Stock shall be payable on the same date fixed for the payment
of the corresponding dividend on shares of Old Class A Common Stock and shall
be in an amount per share equal to the full amount, on a Per Class A FON Share
Basis, of any cash dividend paid on shares of Old Class A Common Stock, plus
the full amount, on a Per Class A FON Share Basis, (payable in kind) of any
non-cash dividend paid on shares of Old Class A Common Stock, provided that if
this Corporation shall declare and pay any dividend on shares of Old Class A
Common Stock (with respect to the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The FON Group only) payable in shares of FON
Stock or PCS Stock, or in options, warrants or rights to acquire shares of FON
Stock or PCS Stock, or in securities convertible into or exchangeable for
shares of FON Stock or PCS Stock, then in each case this Corporation shall
declare and pay, at the same time that it declares and pays any such dividend,
a dividend per share on the Series 2 FON Stock (equivalent to that declared and
paid on shares of Old Class A Common Stock on a Per Class A FON Share Basis)
payable in shares of Series 2 FON Stock or Series 2 PCS Stock, respectively, or
equivalent corresponding options, warrants or rights to acquire shares of
Series 2 FON Stock or Series 2 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
2 FON Stock or Series 2 PCS Stock, respectively.

   5.1.23. The holders of shares of Series 3 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 3 FON Stock equivalent on a per
share basis to those payable, on a Per Class A FON Share Basis, on the Old
Class A Common Stock (with respect to the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The FON Group only). Dividends on
the Series 3 FON Stock shall be payable on the same date fixed for the payment
of the corresponding dividend on shares of Old Class A Common Stock and shall
be in an amount per share equal to the full amount, on a Per Class A FON Share
Basis, of any cash dividend paid on shares of Old Class A Common Stock, plus
the full amount, on a Per Class A FON Share Basis, (payable in kind) of any
non-cash dividend paid on shares of Old Class A Common Stock, provided that if
this Corporation shall declare and pay any dividend on shares of Old Class A
Common Stock (with respect to the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The FON Group only) payable in shares of FON
Stock or PCS Stock, or in options, warrants or rights to acquire shares of FON
Stock or PCS Stock, or in securities convertible into or exchangeable for
shares of FON Stock or PCS Stock, then in each case this Corporation shall
declare and pay, at the same time that it declares and pays any such dividend,
a dividend per share on the Series 3 FON Stock (equivalent to that declared and
paid on shares of Old Class A Common Stock on a Per Class A FON Share Basis)
payable in shares of Series 3 FON Stock or Series 3 PCS Stock, respectively, or
equivalent corresponding options, warrants or rights to acquire shares of
Series 3 FON Stock or Series 3 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
3 FON Stock or Series 3 PCS Stock, respectively.

   5.1.24. The holders of shares of Series 1 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 1 PCS Stock equivalent on a per
share basis to those payable, on a Per Class A PCS Share Basis, on the Old
Class A Common Stock (with respect to the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The PCS Group only). Dividends on
the Series 1 PCS Stock shall be payable on the same date fixed for the payment
of the corresponding dividend on shares of Old Class A Common Stock and shall
be in an amount per share equal to the full amount, on a Per Class A PCS Share
Basis, of any cash dividend paid on shares of Old Class A Common Stock, plus
the full amount, on a Per Class A PCS Share Basis, (payable in kind) of any
non-cash dividend paid on shares of Old Class A Common Stock, provided that if
this Corporation shall declare and pay any dividend on shares of Old Class A
Common Stock (with respect to the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The PCS Group only) payable in shares of PCS
Stock, or in options, warrants or rights to acquire shares of PCS Stock, or in
securities convertible into or

                                      8-20
<PAGE>

exchangeable for shares of PCS Stock, then in each case this Corporation shall
declare and pay, at the same time that it declares and pays any such dividend,
a dividend per share on the Series 1 PCS Stock (equivalent to that declared and
paid on shares of Old Class A Common Stock on a Per Class A PCS Share Basis)
payable in shares of Series 1 PCS Stock, or equivalent corresponding options,
warrants or rights to acquire shares of Series 1 PCS Stock, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
1 PCS Stock.

   5.1.25. The holders of shares of Series 2 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 PCS Stock equivalent on a per
share basis to those payable, on a Per Class A PCS Share Basis, on the Old
Class A Common Stock (with respect to the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The PCS Group only). Dividends on
the Series 2 PCS Stock shall be payable on the same date fixed for the payment
of the corresponding dividend on shares of Old Class A Common Stock and shall
be in an amount per share equal to the full amount, on a Per Class A PCS Share
Basis, of any cash dividend paid on shares of Old Class A Common Stock, plus
the full amount, on a Per Class A PCS Share Basis, (payable in kind) of any
non-cash dividend paid on shares of Old Class A Common Stock, provided that if
this Corporation shall declare and pay any dividend on shares of Old Class A
Common Stock (with respect to the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The PCS Group only) payable in shares of PCS
Stock, or in options, warrants or rights to acquire shares of PCS Stock, or in
securities convertible into or exchangeable for shares of PCS Stock, then in
each case this Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, a dividend per share on the Series 2 PCS
Stock (equivalent to that declared and paid on shares of Old Class A Common
Stock on a Per Class A PCS Share Basis) payable in shares of Series 2 PCS
Stock, or equivalent corresponding options, warrants or rights to acquire
shares of Series 2 PCS Stock, or equivalent corresponding securities
convertible into or exchangeable for shares of Series 2 PCS Stock.

   5.1.26. The holders of shares of Series 3 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 3 PCS Stock equivalent on a per
share basis to those payable, on a Per Class A PCS Share Basis, on the Old
Class A Common Stock (with respect to the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The PCS Group only). Dividends on
the Series 3 PCS Stock shall be payable on the same date fixed for the payment
of the corresponding dividend on shares of Old Class A Common Stock and shall
be in an amount per share equal to the full amount, on a Per Class A PCS Share
Basis, of any cash dividend paid on shares of Old Class A Common Stock, plus
the full amount, on a Per Class A PCS Share Basis, (payable in kind) of any
non-cash dividend paid on shares of Old Class A Common Stock, provided that if
this Corporation shall declare and pay any dividend on shares of Old Class A
Common Stock (with respect to the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The PCS Group only) payable in shares of PCS
Stock, or in options, warrants or rights to acquire shares of PCS Stock, or in
securities convertible into or exchangeable for shares of PCS Stock, then in
each case this Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, a dividend per share on the Series 3 PCS
Stock (equivalent to that declared and paid on shares of Old Class A Common
Stock on a Per Class A PCS Share Basis) payable in shares of Series 3 PCS
Stock, or equivalent corresponding options, warrants or rights to acquire
shares of Series 3 PCS Stock, or equivalent corresponding securities
convertible into or exchangeable for shares of Series 3 PCS Stock.

   5.1.27. The holders of shares of Series 1 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 1 FON Stock equivalent on a per
share basis to those payable, on a Per Class A FON Share Basis, on the Class A
Common Stock--Series DT Stock (with respect to the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The FON Group only).
Dividends on the Series 1 FON Stock shall be payable on the same date fixed for
the payment of the corresponding dividend on shares of Class A Common Stock--
Series DT Stock and shall be in an amount per share equal to the full amount,
on a Per Class A FON Share Basis, of

                                      8-21
<PAGE>

any cash dividend paid on shares of Class A Common Stock--Series DT Stock, plus
the full amount, on a Per Class A FON Share Basis, (payable in kind) of any
non-cash dividend paid on shares of Class A Common Stock--Series DT Stock,
provided that if this Corporation shall declare and pay any dividend on shares
of Class A Common Stock--Series DT Stock (with respect to the Number Of Shares
Issuable With Respect To The Class A--Series DT Equity Interest In The FON
Group only) payable in shares of FON Stock or PCS Stock, or in options,
warrants or rights to acquire shares of FON Stock or PCS Stock, or in
securities convertible into or exchangeable for shares of FON Stock or PCS
Stock, then in each case this Corporation shall declare and pay, at the same
time that it declares and pays any such dividend, a dividend per share on the
Series 1 FON Stock (equivalent to that declared and paid on shares of Class A
Common Stock--Series DT on a Per Class A FON Share Basis) payable in shares of
Series 1 FON Stock or Series 1 PCS Stock, respectively, or equivalent
corresponding options, warrants or rights to acquire shares of Series 1 FON
Stock or Series 1 PCS Stock, respectively, or equivalent corresponding
securities convertible into or exchangeable for shares of Series 1 FON Stock or
Series 1 PCS Stock, respectively.

   5.1.28. The holders of shares of Series 2 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 FON Stock equivalent on a per
share basis to those payable, on a Per Class A FON Share Basis, on the Class A
Common Stock--Series DT Stock (with respect to the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The FON Group only).
Dividends on the Series 2 FON Stock shall be payable on the same date fixed for
the payment of the corresponding dividend on shares of Class A Common Stock--
Series DT Stock and shall be in an amount per share equal to the full amount,
on a Per Class A FON Share Basis, of any cash dividend paid on shares of Class
A Common Stock--Series DT Stock, plus the full amount, on a Per Class A FON
Share Basis, (payable in kind) of any non-cash dividend paid on shares of Class
A Common Stock--Series DT Stock, provided that if this Corporation shall
declare and pay any dividend on shares of Class A Common Stock--Series DT Stock
(with respect to the Number Of Shares Issuable With Respect To The Class A--
Series DT Equity Interest In The FON Group only) payable in shares of FON Stock
or PCS Stock, or in options, warrants or rights to acquire shares of FON Stock
or PCS Stock, or in securities convertible into or exchangeable for shares of
FON Stock or PCS Stock, then in each case this Corporation shall declare and
pay, at the same time that it declares and pays any such dividend, a dividend
per share on the Series 2 FON Stock (equivalent to that declared and paid on
shares of Class A Common Stock--Series DT on a Per Class A FON Share Basis)
payable in shares of Series 2 FON Stock or Series 2 PCS Stock, respectively, or
equivalent corresponding options, warrants or rights to acquire shares of
Series 2 FON Stock or Series 2 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
2 FON Stock or Series 2 PCS Stock, respectively.

   5.1.29. The holders of shares of Series 3 FON Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 3 FON Stock equivalent on a per
share basis to those payable, on a Per Class A FON Share Basis, on the Class A
Common Stock--Series DT Stock (with respect to the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The FON Group only).
Dividends on the Series 3 FON Stock shall be payable on the same date fixed for
the payment of the corresponding dividend on shares of Class A Common Stock--
Series DT Stock and shall be in an amount per share equal to the full amount,
on a Per Class A FON Share Basis, of any cash dividend paid on shares of Class
A Common Stock--Series DT Stock, plus the full amount, on a Per Class A FON
Share Basis, (payable in kind) of any non-cash dividend paid on shares of Class
A Common Stock--Series DT Stock, provided that if this Corporation shall
declare and pay any dividend on shares of Class A Common Stock--Series DT Stock
(with respect to the Number Of Shares Issuable With Respect To The Class A--
Series DT Equity Interest In The FON Group only) payable in shares of FON Stock
or PCS Stock, or in options, warrants or rights to acquire shares of FON Stock
or PCS Stock, or in securities convertible into or exchangeable for shares of
FON Stock or PCS Stock, then in each case this Corporation shall declare and
pay, at the same time that it declares and pays any such dividend, a dividend
per share on the Series 3 FON Stock (equivalent to that declared and paid on
shares of Class A Common Stock--Series DT on a Per Class A FON Share Basis)
payable in shares of Series 3 FON Stock or Series 3 PCS Stock, respectively,

                                      8-22
<PAGE>

or equivalent corresponding options, warrants or rights to acquire shares of
Series 3 FON Stock or Series 3 PCS Stock, respectively, or equivalent
corresponding securities convertible into or exchangeable for shares of Series
3 FON Stock or Series 3 PCS Stock, respectively.

   5.1.30. The holders of shares of Series 1 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 1 PCS Stock equivalent on a per
share basis to those payable, on a Per Class A PCS Share Basis, on the Class A
Common Stock--Series DT (with respect to the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The PCS Group only).
Dividends on the Series 1 PCS Stock shall be payable on the same date fixed for
the payment of the corresponding dividend on shares of Class A Common Stock--
Series DT and shall be in an amount per share equal to the full amount, on a
Per Class A PCS Share Basis, of any cash dividend paid on shares of Class A
Common Stock--Series DT, plus the full amount, on a Per Class A PCS Share
Basis, (payable in kind) of any non-cash dividend paid on shares of Class A
Common Stock--Series DT, provided that if this Corporation shall declare and
pay any dividend on shares of Class A Common Stock--Series DT (with respect to
the Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The PCS Group only) payable in shares of PCS Stock, or in options,
warrants or rights to acquire shares of FON Stock or PCS Stock, or in
securities convertible into or exchangeable for shares of PCS Stock, then in
each case this Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, a dividend per share on the Series 1 PCS
Stock (equivalent to that declared and paid on shares of Class A Common Stock--
Series DT on a Per Class A PCS Share Basis) payable in shares of Series 1 PCS
Stock, or equivalent corresponding options, warrants or rights to acquire
shares of Series 1 PCS Stock, or equivalent corresponding securities
convertible into or exchangeable for shares of Series 1 PCS Stock.

   5.1.31. The holders of shares of Series 2 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 2 PCS Stock equivalent on a per
share basis to those payable, on a Per Class A PCS Share Basis, on the Class A
Common Stock--Series DT (with respect to the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The PCS Group only).
Dividends on the Series 2 PCS Stock shall be payable on the same date fixed for
the payment of the corresponding dividend on shares of Class A Common Stock--
Series DT and shall be in an amount per share equal to the full amount, on a
Per Class A PCS Share Basis, of any cash dividend paid on shares of Class A
Common Stock--Series DT, plus the full amount, on a Per Class A PCS Share
Basis, (payable in kind) of any non-cash dividend paid on shares of Class A
Common Stock--Series DT, provided that if this Corporation shall declare and
pay any dividend on shares of Class A Common Stock--Series DT (with respect to
the Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The PCS Group only) payable in shares of PCS Stock, or in options,
warrants or rights to acquire shares of PCS Stock, or in securities convertible
into or exchangeable for shares of PCS Stock, then in each case this
Corporation shall declare and pay, at the same time that it declares and pays
any such dividend, a dividend per share on the Series 2 PCS Stock (equivalent
to that declared and paid on shares of Class A Common Stock--Series DT on a Per
Class A PCS Share Basis) payable in shares of Series 2 PCS Stock, or equivalent
corresponding options, warrants or rights to acquire shares of Series 2 PCS
Stock, or equivalent corresponding securities convertible into or exchangeable
for shares of Series 2 PCS Stock.

   5.1.32. The holders of shares of Series 3 PCS Stock shall be entitled to
receive, when and if declared by the Board of Directors in accordance with this
Section 5.1, dividends in respect of the Series 3 PCS Stock equivalent on a per
share basis to those payable, on a Per Class A PCS Share Basis, on the Class A
Common Stock--Series DT (with respect to the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The PCS Group only).
Dividends on the Series 3 PCS Stock shall be payable on the same date fixed for
the payment of the corresponding dividend on shares of Class A Common Stock--
Series DT and shall be in an amount per share equal to the full amount, on a
Per Class A PCS Share Basis, of any cash dividend paid on shares of Class A
Common Stock--Series DT, plus the full amount, on a Per Class A PCS Share
Basis, (payable in kind) of any non-cash dividend paid on shares of Class A
Common Stock--Series DT, provided that if this Corporation shall declare and
pay any dividend on shares of Class A Common Stock--

                                      8-23
<PAGE>

Series DT (with respect to the Number Of Shares Issuable With Respect To The
Class A--Series DT Equity Interest In The PCS Group only) payable in shares of
PCS Stock, or in options, warrants or rights to acquire shares of PCS Stock, or
in securities convertible into or exchangeable for shares of PCS Stock, then in
each case this Corporation shall declare and pay, at the same time that it
declares and pays any such dividend, a dividend per share on the Series 3 PCS
Stock (equivalent to that declared and paid on shares of Class A Common Stock--
Series DT on a Per Class A PCS Share Basis) payable in shares of Series 3 PCS
Stock, or equivalent corresponding options, warrants or rights to acquire
shares of Series 3 PCS Stock, or equivalent corresponding securities
convertible into or exchangeable for shares of Series 3 PCS Stock.

   5.2. Separate Declaration of Dividends. The Board of Directors, in
accordance with the applicable provisions of Section 5.1, may at any time
declare and pay dividends (i) exclusively on the FON Stock and the Class A
Common Stock (on a Per Class A FON Share Basis), (ii) exclusively on the PCS
Stock and the Class A Common Stock (on a Per Class A PCS Share Basis) or (iii)
on the FON Stock and the Class A Common Stock (on a Per Class A FON Share
Basis), on the one hand, and the PCS Stock and the Class A Common Stock (on a
Per Class A PCS Share Basis), on the other, in equal or unequal per share
amounts, notwithstanding the amount of dividends previously declared on each
class or series of stock, the respective voting or liquidation rights of each
class or series of stock or any other factor.

   5.3 Share Distributions. Subject to ARTICLE SIXTH, Section 5 and except as
permitted by ARTICLE SIXTH, Sections 7.1 and 7.2, the Board of Directors may
declare and pay dividends or distributions of shares of Corporation Common
Stock (or Convertible Securities convertible into or exchangeable or
exercisable for shares of Corporation Common Stock) on shares of Corporation
Common Stock or shares of Preferred Stock only as follows:

   (A) dividends or distributions of shares of (i) Series 1 FON Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of Series 1 FON Stock), (ii) Series 2 FON Stock (or Convertible
Securities convertible into or exchangeable or exercisable for Shares of Series
2 FON Stock) and (iii) Series 3 FON Stock (or Convertible Securities
convertible into or exchangeable or exercisable for shares of Series 3 FON
Stock) on shares of (i) Series 1 FON Stock, (ii) Series 2 FON Stock and (iii)
Series 3 FON Stock and shares of Class A Common Stock (but only in respect of
the Shares Issuable With Respect To The Class A Equity Interest In The FON
Group), respectively, as well as on Preferred Stock attributed to the Sprint
FON Group exclusively in accordance with ARTICLE SIXTH, Section 13;

   (B) dividends or distributions of shares of (i) Series 1 PCS Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of Series 1 PCS Stock), (ii) Series 2 PCS Stock (or Convertible
Securities convertible into or exchangeable or exercisable for shares of Series
2 PCS Stock) and (iii) Series 3 PCS Stock (or Convertible Securities
convertible into or exchangeable or exercisable for shares of Series 3 PCS
Stock) on shares of (i) Series 1 PCS Stock, (ii) Series 2 PCS Stock and (iii)
Series 3 PCS Stock and shares of Class A Common Stock (but only in respect of
the Shares Issuable With Respect To The Class A Equity Interest In The PCS
Group), respectively, and Preferred Stock attributed to the PCS Group
exclusively in accordance with ARTICLE SIXTH, Section 13;

   (C) dividends or distributions of shares of (i) Series 1 PCS Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of Series 1 PCS Stock), (ii) Series 2 PCS Stock (or Convertible
Securities convertible into or exchangeable or exercisable for shares of Series
2 PCS Stock) and (iii) Series 3 PCS Stock (or Convertible Securities
convertible into or exchangeable or exercisable for shares of Series 3 PCS
Stock) on (x) shares of (i) Series 1 FON Stock, (ii) Series 2 FON Stock and
(iii) Series 3 FON Stock and shares of Class A Common Stock (but only in
respect of the Shares Issuable With Respect To The Class A Equity Interest In
The FON Group), respectively, or (y) shares of FON Preferred Stock, but in any
such case only if immediately prior to such dividend or distribution the Number
Of Shares Issuable With Respect To The FON Group Intergroup Interest is greater
than or equal to the sum of (1) the amount of any decrease in the Number Of
Shares Issuable With Respect To The FON Group Intergroup Interest required by
paragraph (B) of the definition of such term in ARTICLE SIXTH, Section 10 as a
result of such dividend or distribution, plus (2)

                                      8-24
<PAGE>

the number of shares of PCS Stock issuable upon conversion, exchange or
exercise of any Convertible Securities to be so issued or any other outstanding
Convertible Securities that have been issued as a dividend or other
distribution (including in connection with any reclassification or exchange of
shares) to holders of FON Stock or Class A Common Stock (but only in respect of
the Shares Issuable With Respect To The Class A Equity Interest In The FON
Group) or shares of Preferred Stock to the extent attributed to the Sprint FON
Group in accordance with ARTICLE SIXTH, Section 13; and

   (D) dividends or distributions of shares of PCS Preferred Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of PCS Preferred Stock) on shares of FON Stock or Class A Common Stock
(but only in respect of the Shares Issuable With Respect To The Class A Equity
Interest In The FON Group) or shares of Preferred Stock to the extent
attributed to the Sprint FON Group in accordance with ARTICLE SIXTH, Section
13, but in any such case only if immediately prior to such dividend or
distribution the Number Of Shares Issuable With Respect To The FON Group
Intergroup Interest is greater than or equal to the sum of (1) the amount of
any decrease in the Number Of Shares Issuable With Respect To The FON Group
Intergroup Interest required by paragraph (B) of the definition of such term in
ARTICLE SIXTH, Section 10 as a result of such dividend or distribution plus (2)
the number of shares of PCS Stock issuable upon conversion, exchange or
exercise of any Convertible Securities that have been issued as a dividend or
other distribution (including in connection with any reclassification or
exchange of shares) to holders of FON Stock or Class A Common Stock (but only
in respect of the Shares Issuable With Respect To The Class A Equity Interest
In The FON Group) or shares of Preferred Stock to the extent attributed to the
Sprint FON Group in accordance with ARTICLE SIXTH, Section 13.

   For purposes of this Section 5.3, any outstanding Convertible Securities
that are convertible into or exchangeable or exercisable for any other
Convertible Securities which are themselves convertible into or exchangeable or
exercisable for FON Stock (or other Convertible Securities that are so
convertible, exchangeable or exercisable) or PCS Stock (or other Convertible
Securities that are so convertible, exchangeable or exercisable) shall be
deemed to have been converted, exchanged or exercised in full for such
Convertible Securities.

   Section 6. No Dilution or Impairment; Certain Tender Offers.

   (a) No reclassification, subdivision or combination of the outstanding
shares of Series 2 FON Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 1 FON Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 1 FON Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Series 2 FON
Stock as were represented by the shares of Series 1 FON Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the rights associated with the Series 1 FON Stock set forth in
these Articles of Incorporation, including without limitation the right to
receive dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Series 2 FON Stock, subject to the limitations, restrictions and
conditions on such rights contained herein.

   (b) No reclassification, subdivision or combination of the outstanding
shares of Series 3 FON Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 1 FON Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 1 FON Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Series 3 FON
Stock as were represented by the shares of Series 1 FON Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the rights associated with the Series 1 FON Stock set forth in
these Articles of Incorporation, including without limitation the right to
receive dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Series 3 FON Stock, subject to the limitations, restrictions and
conditions on such rights contained herein.

                                      8-25
<PAGE>

   (c) No reclassification, subdivision or combination of the outstanding
shares of Series 1 FON Stock shall be effected directly or indirectly
(including without limitation any reclassification, subdivision or combination
effected pursuant to a consolidation, merger or liquidation) unless at the same
time the Series 2 FON Stock is reclassified, subdivided or combined on an equal
per share basis so that the holders of the Series 2 FON Stock (i) are entitled,
in the aggregate, to a number of Votes representing the same percentage of the
Voting Power of this Corporation relative to the Series 1 FON Stock as were
represented by the shares of Series 2 FON Stock outstanding immediately prior
to such reclassification, subdivision or combination and (ii) maintain all of
the rights associated with the Series 2 FON Stock set forth in these Articles
of Incorporation, including without limitation the right to receive dividends
and other distributions (including liquidating and other distributions) that
are equivalent to those payable per share in respect of shares of Series 1 FON
Stock, subject to the limitations, restrictions and conditions on such rights
contained herein.

   (d) No reclassification, subdivision or combination of the outstanding
shares of Series 3 FON Stock shall be effected directly or indirectly
(including without limitation any reclassification, subdivision or combination
effected pursuant to a consolidation, merger or liquidation) unless at the same
time the Series 2 FON Stock is reclassified, subdivided or combined on an equal
per share basis so that the holders of the Series 2 FON Stock (i) are entitled,
in the aggregate, to a number of Votes representing the same percentage of the
Voting Power of this Corporation relative to the Series 3 FON Stock as were
represented by the shares of Series 2 FON Stock outstanding immediately prior
to such reclassification, subdivision or combination and (ii) maintain all of
the rights associated with the Series 2 FON Stock set forth in these Articles
of Incorporation, including without limitation the right to receive dividends
and other distributions (including liquidating and other distributions) that
are equivalent to those payable per share in respect of shares of Series 3 FON
Stock, subject to the limitations, restrictions and conditions on such rights
contained herein.

   (e) No reclassification, subdivision or combination of the outstanding
shares of Series 1 FON Stock shall be effected directly or indirectly
(including without limitation any reclassification, subdivision or combination
effected pursuant to a consolidation, merger or liquidation) unless at the same
time the Series 3 FON Stock is reclassified, subdivided or combined on an equal
per share basis so that the holders of the Series 3 FON Stock (i) are entitled,
in the aggregate, to a number of Votes representing the same percentage of the
Voting Power of this Corporation relative to the Series 1 FON Stock as were
represented by the shares of Series 3 FON Stock outstanding immediately prior
to such reclassification, subdivision or combination and (ii) maintain all of
the rights associated with the Series 3 FON Stock set forth in these Articles
of Incorporation, including without limitation the right to receive dividends
and other distributions (including liquidating and other distributions) that
are equivalent to those payable per share in respect of shares of Series 1 FON
Stock, subject to the limitations, restrictions and conditions on such rights
contained herein.

   (f) No reclassification, subdivision or combination of the outstanding
shares of Series 2 FON Stock shall be effected directly or indirectly
(including without limitation any reclassification, subdivision or combination
effected pursuant to a consolidation, merger or liquidation) unless at the same
time the Series 3 FON Stock is reclassified, subdivided or combined on an equal
per share basis so that the holders of the Series 3 FON Stock (i) are entitled,
in the aggregate, to a number of Votes representing the same percentage of the
Voting Power of this Corporation relative to the Series 2 FON Stock as were
represented by the shares of Series 3 FON Stock outstanding immediately prior
to such reclassification, subdivision or combination and (ii) maintain all of
the rights associated with the Series 3 FON Stock set forth in these Articles
of Incorporation, including without limitation the right to receive dividends
and other distributions (including liquidating and other distributions) that
are equivalent to those payable per share in respect of shares of Series 2 FON
Stock, subject to the limitations, restrictions and conditions on such rights
contained herein.

   (g) No adjustment to the Number Of Shares Issuable With Respect To The Class
A--Series DT Equity Interest In The FON Group or the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The PCS Group (other
than with respect to any adjustments resulting from issuances made in
accordance with ARTICLE SIXTH, Section 1.2) shall be effected directly or
indirectly unless at the same time

                                      8-26
<PAGE>

the Number Of Shares Issuable With Respect To The Old Class A Equity Interest
In The FON Group or the Number Of Shares Issuable With Respect To The Old Class
A Equity Interest In The PCS Group is adjusted on an equal Per Class A FON
Share Basis or Per Class A PCS Share Basis, as the case may be, so that the
holders of the Old Class A Common Stock (i) are entitled, in the aggregate, to
a number of Votes representing the same percentage of the Voting Power of this
Corporation relative to the Class A Common Stock--Series DT on an equal Per
Class A FON Share Basis or Per Class A PCS Share Basis, as the case may be, as
were represented by the Number Of Shares Issuable With Respect To The Old Class
A Equity Interest In The FON Group or the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The PCS Group as calculated
immediately prior to such adjustment and (ii) maintain all of the rights
associated with the Old Class A Common Stock set forth in these Articles of
Incorporation, including without limitation the right to receive dividends and
other distributions (including liquidating and other distributions) that are
equivalent, on a Per Class A FON Share Basis or Per Class A PCS Share Basis, to
those payable in respect of shares of Class A Common Stock--Series DT, subject
to the limitations, restrictions and conditions on such rights contained
herein.

   (h) No adjustment to the Number Of Shares Issuable With Respect To The Old
Class A Equity Interest In The FON Group or the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The PCS Group (other than with
respect to any adjustments resulting from issuances made in accordance with
ARTICLE SIXTH, Section 1.2) shall be effected directly or indirectly unless at
the same time the Number Of Shares Issuable With Respect To The Class A--Series
DT Equity Interest In The FON Group or the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The PCS Group is adjusted
on an equal Per Class A FON Share Basis or Per Class A PCS Share Basis, as the
case may be, so that the holders of the Class A Common Stock--Series DT (i) are
entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Old Class A
Common Stock on an equal Per Class A FON Share Basis or Per Class A PCS Share
Basis, as the case may be, as were represented by the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The FON Group or the
Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The PCS Group as calculated immediately prior to such adjustment
and (ii) maintain all of the rights associated with the Class A--Series DT
Common Stock set forth in these Articles of Incorporation, including without
limitation the right to receive dividends and other distributions (including
liquidating and other distributions) that are equivalent, on a Per Class A FON
Share Basis or Per Class A PCS Share Basis, to those payable in respect of
shares of Old Class A Common Stock, subject to the limitations, restrictions
and conditions on such rights contained herein.

   (i) No reclassification, subdivision or combination of the outstanding
shares of Series 2 PCS Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 1 PCS Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 1 PCS Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Series 2 PCS
Stock as were represented by the shares of Series 1 PCS Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the rights associated with the Series 1 PCS Stock set forth in
these Articles of Incorporation, including without limitation the right to
receive dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Series 2 PCS Stock, subject to the limitations, restrictions and
conditions on such rights contained herein.

   (j) No reclassification, subdivision or combination of the outstanding
shares of Series 3 PCS Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 1 PCS Stock is reclassified, subdivided or combined
on a equal per share basis so that the holders of the Series 1 PCS Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Series 3 PCS
Stock as were represented by the shares of Series 1 PCS Stock

                                      8-27
<PAGE>

outstanding immediately prior to such reclassification, subdivision or
combination and (ii) maintain all of the rights associated with the Series 1
PCS Stock set forth in these Articles of Incorporation, including without
limitation the right to receive dividends and other distributions (including
liquidating and other distributions) that are equivalent to those payable per
share in respect of shares of Series 3 PCS Stock, subject to the limitations,
restrictions and conditions on such rights contained herein.

   (k) No reclassification, subdivision or combination of the outstanding
shares of Series 1 PCS Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 2 PCS Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 2 PCS Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Series 1 PCS
Stock as were represented by the shares of Series 2 PCS Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the rights associated with the Series 2 PCS Stock set forth in
these Articles of Incorporation, including without limitation the right to
receive dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Series 1 PCS Stock, subject to the limitations, restrictions and
conditions on such rights contained herein.

   (l) No reclassification, subdivision or combination of the outstanding
shares of Series 3 PCS Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 2 PCS Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 2 PCS Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Series 3 PCS
Stock as were represented by the shares of Series 2 PCS Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the rights associated with the Series 2 PCS Stock set forth in
these Articles of Incorporation, including without limitation the right to
receive dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Series 3 PCS Stock, subject to the limitations, restrictions and
conditions on such rights contained herein.

   (m) No reclassification, subdivision or combination of the outstanding
shares of Series 1 PCS Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 3 PCS Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 3 PCS Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Series 1 PCS
Stock as were represented by the shares of Series 3 PCS Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the rights associated with the Series 3 PCS Stock set forth in
these Articles of Incorporation, including without limitation the right to
receive dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Series 1 PCS Stock, subject to the limitations, restrictions and
conditions on such rights contained herein.

   (n) No reclassification, subdivision or combination of the outstanding
shares of Series 2 PCS Stock shall be effected directly or indirectly
(including, without limitation, any reclassification, subdivision or
combination effected pursuant to a consolidation, merger or liquidation) unless
at the same time the Series 3 PCS Stock is reclassified, subdivided or combined
on an equal per share basis so that the holders of the Series 3 PCS Stock (i)
are entitled, in the aggregate, to a number of Votes representing the same
percentage of the Voting Power of this Corporation relative to the Series 2 PCS
Stock as were represented by the shares of Series 3 PCS Stock outstanding
immediately prior to such reclassification, subdivision or combination and (ii)
maintain all of the rights associated with the Series 3 PCS Stock set forth in
these Articles of Incorporation, including without limitation the right to
receive dividends and other distributions (including liquidating and other
distributions) that are equivalent to those payable per share in respect of
shares of Series 2 PCS Stock, subject to the limitations, restrictions and
conditions on such rights contained herein.

                                      8-28
<PAGE>

   (o) Without limiting the generality of the foregoing paragraphs (a) through
(n), in the case of any consolidation or merger of this Corporation with or
into any other entity (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of the Non-Class A
Common Stock) or any reclassification of the Non-Class A Common Stock into any
other form of capital stock of this Corporation, whether in whole or in part,
each Class A Holder shall, after such consolidation, merger or
reclassification, have the right (but not the obligation), by notice delivered
to this Corporation or any successor thereto within 90 days after the
consummation of such consolidation, merger or reclassification, to convert each
share of Series 3 FON Stock, Series 3 PCS Stock and Class A Common Stock held
by it into the kind and amount of shares of stock and other securities and
property which such Class A Holder would have been entitled to receive upon
such consolidation, merger, or reclassification if such Class A Holder had (I)
converted its shares of Series 3 FON Stock or Series 3 PCS Stock into Series 1
FON Stock or Series 1 PCS Stock, respectively, or (II) received shares of
Series 3 FON Stock or Series 3 PCS Stock in respect of the Shares Issuable With
Respect To The Class A Equity Interest In The FON Group or the Shares Issuable
With Respect To The Class A Equity Interest In The PCS Group, respectively,
represented by such Class A Common Stock immediately prior to such merger,
consolidation or reclassification and converted such shares in accordance with
clause (I). This Corporation shall not effect, directly or indirectly, any such
reclassification, subdivision or combination of outstanding shares of Non-Class
A Common Stock unless it delivers to the Class A Holders written notice of its
intent to take such action at least ten Business Days before taking such
action.

   (p) Without limiting the generality of the foregoing, in the case of any
consolidation or merger of this Corporation with or into any other entity
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of the Series 1 FON Stock or Series 1 PCS Stock) or
any reclassification of the Series 1 FON Stock or Series 1 PCS Stock into any
other form of capital stock of this Corporation, whether in whole or in part,
each holder of Series 2 FON Stock or Series 2 PCS Stock, as the case may be,
shall, after such consolidation, merger or reclassification, have the right
(but not the obligation), by notice delivered to this Corporation or any
successor thereto within 90 days after the consummation of such consolidation,
merger or reclassification, to convert each share of Series 2 FON Stock or
Series 2 PCS Stock, as the case may be, held by such holder into the kind and
amount of shares of stock and other securities and property which such holder
would have been entitled to receive upon such consolidation, merger, or
reclassification if such holder had converted its shares of Series 2 FON Stock
or Series 2 PCS Stock into Series 1 FON Stock or Series 1 PCS Stock,
respectively, immediately prior to such merger, consolidation or
reclassification. This Corporation shall not effect, directly or indirectly,
any such reclassification, subdivision or combination of outstanding shares of
Series 1 FON Stock or Series 1 PCS Stock unless it delivers to the holders of
Series 2 FON Stock and Series 2 PCS Stock written notice of its intent to take
such action at least ten Business Days before taking such action.

   (q) Exclusionary Tender Offers. If the Board of Directors shall determine
not to oppose a tender offer by a Person other than a Cable Holder for Voting
Securities of this Corporation representing not less than 35 percent of the
Voting Power of this Corporation, and the terms of such tender offer do not
permit the holders of Series 2 PCS Stock to sell an equal or greater percentage
of their shares as the holders of Series 1 PCS Stock are permitted to sell
taking into account any proration, then each holder of Series 2 PCS Stock shall
have the right (but not the obligation) to deliver to this Corporation a
written notice requesting conversion of certain shares of Series 2 PCS Stock
designated by such holder of Series 2 PCS Stock into Series 1 PCS Stock, upon
which delivery each share of Series 2 PCS Stock so designated in such notice
shall automatically convert (without the payment of any consideration) into one
duly issued, fully paid and nonassessable share of Series 1 PCS Stock, provided
that (i) unless the Series 2 PCS Stock shall have otherwise been converted into
Series 1 PCS Stock pursuant to ARTICLE SIXTH, Section 7.5 upon or prior to the
consummation or abandonment of the transaction contemplated by such tender
offer, immediately following the consummation of such transaction or the
delivery by this Corporation to each holder of Series 2 PCS Stock of a notice
that such transaction has been abandoned, each share of Series 1 PCS Stock held
by a holder of Series 2 PCS Stock shall automatically reconvert (without the
payment of any consideration) into one duly issued, fully paid and
nonassessable share of Series 2 PCS Stock, and (ii) only those shares of Series
2 PCS Stock related to shares of Series 1 PCS Stock

                                      8-29
<PAGE>

that were not so reconverted shall be deemed for any purpose under these
Articles of Incorporation to have been converted into Series 1 PCS Stock,
pursuant to this subparagraph (q) and the Series 2 PCS Stock so reconverted
shall be deemed to have been at all times outstanding shares of Series 2 PCS
Stock, provided, that if the Series 2 PCS Stock has been converted into or
redeemed for Series 2 FON Stock pursuant to ARTICLE SIXTH, Section 7, then the
terms "Series 2 FON Stock" and "Series 1 FON Stock" shall be deemed to replace
the terms "Series 2 PCS Stock" and "Series 1 PCS Stock," respectively, in this
subparagraph (q).

   (r) Issuer Tender Offers. The Corporation shall not conduct an issuer tender
offer (as defined on November 23, 1998 in Rule 13e-4 under the Exchange Act)
with respect to the Series 1 PCS Stock or the Series 1 FON Stock unless (i)
such tender offer provides for the participation of the holders of Series 2 PCS
Stock, Series 3 PCS Stock and Class A Common Stock (with respect to the Shares
Issuable With Respect To The Class A Equity Interest In The PCS Group), on the
one hand, or Series 2 FON Stock, Series 3 FON Stock and Class A Common Stock
(with respect to the Shares Issuable With Respect To The Class A Equity
Interest In The FON Group), on the other hand, on an equal basis with the
Series 1 PCS Stock or the Series 1 FON Stock, respectively, and (ii) the
Corporation accepts for repurchase the number of shares tendered by the holders
of Series 1 PCS Stock, Series 2 PCS Stock, Series 3 PCS Stock and Class A
Common Stock (with respect to the Shares Issuable With Respect To The Class A
Equity Interest In The PCS Group), on the one hand, or Series 1 FON Stock,
Series 2 FON Stock, Series 3 FON Stock and Class A Common Stock (with respect
to the Shares Issuable With Respect To The Class A Equity Interest In The FON
Group), on the other, in proportion to the number of shares of each such class
and series tendered; provided that the terms of this subparagraph (r) shall not
prevent the Corporation from administering in good faith an "odd-lot" program
in connection with such issuer tender offer and shall not apply to customary
acquisitions of Corporation Common Stock made by the Corporation on the open
market for purposes of maintaining stock option plans of the Corporation.

   Section 7. Conversion or Redemption of PCS Stock. Except as otherwise
provided in Sections 2.2, 6(q) and 8.5, shares of PCS Stock are (i) subject to
conversion or redemption, as the case may be, upon the terms provided in this
Section 7 with respect to each class and (ii) otherwise not subject to
conversion or redemption.

   7.1. Conversion or Redemption of PCS Stock.

   (A) If the Corporation and/or its subsidiaries makes a Disposition, in one
transaction or a series of related transactions, of all or substantially all of
the properties and assets attributed to the PCS Group to one or more persons or
entities (other than (w) the Disposition by the Corporation of all or
substantially all of its properties and assets in one transaction or a series
of related transactions in connection with the dissolution or the liquidation
and winding up of the Corporation and the distribution of assets to
stockholders pursuant to Section 4, (x) the redemption of the PCS Stock for the
stock of the PCS Group Subsidiary pursuant to Section 7.2, (y) to any person or
entity controlled (as determined by the Board of Directors) by the Corporation
or (z) pursuant to a Related Business Transaction), then the Corporation shall,
on or prior to the 85th Trading Day after the date of consummation of such
Disposition (the "PCS Group Disposition Date"), either (I) pay a dividend on
the PCS Stock or (II) redeem some or all of the PCS Stock or convert PCS Stock
into Series 1 FON Stock, Series 2 FON Stock and Series 3 FON Stock, as
applicable (or another class or series of common stock of the Corporation), in
accordance with the following subparagraphs (1) and (2) of this paragraph (A)
and, to the extent applicable, in accordance with Section 7.4, as the Board of
Directors shall have selected among such alternatives:

   (1) provided that there are funds of the Corporation legally available
therefor:

   (a) pay to the holders of the shares of PCS Stock a dividend, as the Board
of Directors shall have declared in accordance with Section 5.1 of ARTICLE
SIXTH, in cash and/or in securities (other than a dividend of Corporation
Common Stock or other common equity securities of the Corporation) or other
property having a Fair Value as of the PCS Group Disposition Date in the
aggregate equal to the product of the Outstanding PCS Fraction as of the record
date for determining holders entitled to receive such dividend multiplied by
the Fair Value of the Net Proceeds of such Disposition; or

                                      8-30
<PAGE>

   (b) (i) subject to the last sentence of this paragraph (A), if such
Disposition involves all (not merely substantially all) of the properties and
assets attributed to the PCS Group, redeem as of the Redemption Date provided
by Section 7.4(C) all outstanding shares of PCS Stock in exchange for cash
and/or securities (other than Corporation Common Stock or other common equity
securities of the Corporation) or other property having a Fair Value as of the
PCS Group Disposition Date in the aggregate equal to the product of the
Outstanding PCS Fraction as of such Redemption Date multiplied by the Fair
Value of the Net Proceeds of such Disposition (such aggregate amount to be
allocated to shares of Series 1 PCS Stock, Series 2 PCS Stock and Series 3 PCS
Stock in the ratio of the number of shares of each such series outstanding to
the other series (so that the amount of consideration paid for the redemption
of each share of Series 1 PCS Stock, Series 2 PCS Stock and Series 3 PCS Stock
is the same)); or

   (ii) subject to the last sentence of this paragraph (A), if such Disposition
involves substantially all (but not all) of the properties and assets
attributed to the PCS Group, redeem as of the Redemption Date provided by
Section 7.4(D) the number of whole shares of PCS Stock (which may be all of
such shares outstanding) as have in the aggregate an average Market Value
during the period of ten consecutive Trading Days beginning on the sixteenth
Trading Day immediately succeeding the PCS Group Disposition Date closest to
the product of the Outstanding PCS Fraction as of the date such shares are
selected for redemption multiplied by the Fair Value as of the PCS Group
Disposition Date of the Net Proceeds of such Disposition, in exchange for cash
and/or securities (other than Corporation Common Stock or other common equity
securities of the Corporation) or other property having a Fair Value in the
aggregate equal to such product (such aggregate amount to be allocated to
shares of Series 1 PCS Stock, Series 2 PCS Stock and Series 3 PCS Stock in the
ratio of the number of shares of each such series outstanding to the other
series (so that the amount of consideration paid for the redemption of each
share of Series 1 PCS Stock, Series 2 PCS Stock and Series 3 PCS Stock is the
same)); or

   (2) convert each outstanding share of Series 1 PCS Stock, Series 2 PCS Stock
and Series 3 PCS Stock as of the Conversion Date provided by Section 7.4(E)
into a number of fully paid and nonassessable shares of Series 1 FON Stock,
Series 2 FON Stock and Series 3 FON Stock, respectively (or, if the Series 1
FON Stock is not Publicly Traded at such time and shares of another class or
series of common stock of the Corporation (other than PCS Stock) are then
Publicly Traded, of such other class or series of common stock as has the
largest Total Market Capitalization as of the close of business on the Trading
Day immediately preceding the date of the notice of such conversion required by
Section 7.4(E)) equal to 110% of the ratio, expressed as a decimal fraction
rounded to the nearest five decimal places, of the average Market Value of one
share of Series 1 PCS Stock over the period of ten consecutive Trading Days
beginning on the sixteenth Trading Day following the PCS Group Disposition Date
to the average Market Value of one share of Series 1 FON Stock (or such other
class or series of common stock) over the same ten Trading Day period.

   Notwithstanding the foregoing provisions of this paragraph (A), the
Corporation may redeem PCS Stock as provided by subparagraph (1)(b)(i) or
(1)(b)(ii) of this paragraph (A) only if the amount to be paid in redemption of
such stock (and the Shares Issuable With Respect To The Class A Equity Interest
In The PCS Group in accordance with ARTICLE SIXTH, Section 7.1(B)) is less than
or equal to the sum of (i) the amount available for the payment of dividends on
such shares to be redeemed in accordance with Section 5 of ARTICLE SIXTH
measured as of the Redemption Date and (ii) the amount determined to be capital
in respect of the shares to be redeemed in accordance with applicable
corporation law as of the Redemption Date.

   (B) For purposes of this Section 7.1:

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

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

                                      8-31
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   (3) the Board of Directors may pay any dividend or redemption price referred
to in Section 7.1(A) in cash, securities (other than Corporation Common Stock
or other common equity securities of the Corporation) or other property,
regardless of the form or nature of the proceeds of the Disposition; provided
that if such payment is made in Voting Securities (other than Corporation
Common Stock or other common equity securities of the Corporation) of the
Corporation or another entity, holders of Series 2 PCS Stock shall receive
Voting Securities with Voting Power equivalent on a per share basis to such
shares received by holders of Series 1 PCS Stock;

   (4) if the Corporation pays a dividend to the holders of shares of PCS Stock
in accordance with Section 7.1(A)(1)(a), then the Corporation will pay a
dividend equivalent on a Per Class A PCS Share Basis to the holders of Class A
Common Stock;

   (5) if the Corporation redeems all outstanding shares of PCS Stock in
accordance with Section 7.1(A)(1)(b)(i), then the Corporation will pay an
aggregate amount to the holders of Old Class A Common Stock and Class A Common
Stock--Series DT equivalent on a Per Class A PCS Share Basis to the per share
redemption amount paid in accordance with Section 7.1(A)(1)(b)(i) in respect of
the total Number Of Shares Issuable With Respect To The Old Class A Equity
Interest In The PCS Group and the Number Of Shares Issuable With Respect To The
Class A--Series DT Equity Interest In The PCS Group, respectively;

   (6) if the Corporation redeems shares of PCS Stock in accordance with
Section 7.1(A)(1)(b)(ii), then the Corporation will pay to the holders of Old
Class A Common Stock and Class A Common Stock--Series DT an amount in
accordance with subparagraph (5) immediately above but only in respect of the
same proportion of the Number Of Shares Issuable With Respect To The Old Class
A Equity Interest In The PCS Group and the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The PCS Group,
respectively, as the PCS Stock redeemed in accordance with Section
7.1(A)(7)(b)(ii); and

   (7) if the Corporation converts shares of PCS Stock in accordance with
Section 7.1(A)(2), then (i) the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The PCS Group will convert into a Number Of
Shares Issuable With Respect To The Old Class A Equity Interest In The FON
Group and (ii) the Number Of Shares Issuable With Respect To The Class A--
Series DT Equity Interest In The PCS Group will convert into a Number Of Shares
Issuable With Respect To The Class A--Series DT Equity Interest in the FON
Group, each such conversion to be on the same basis as set forth in Section
7.1(A)(2).

   (C) If the payment of the dividend or the redemption price with respect to
the PCS Stock provided for by Section 7.1(A)(1) occurs prior to November 23,
2001, then the Board of Directors may convert each share of Series 1 PCS Stock,
Series 2 PCS Stock and Series 3 PCS Stock remaining outstanding, but only as of
a Conversion Date (determined as provided by Section 7.4(E) hereof) prior to
the first anniversary of the payment of such dividend or redemption price, into
a number of fully paid and nonassessable shares of Series 1 FON Stock, Series 2
FON Stock and Series 3 FON Stock, respectively (or, if the Series 1 FON Stock
is not Publicly Traded at such time and shares of any other class or series of
common stock of the Corporation (other than PCS Stock) are then Publicly
Traded, of such other class or series of common stock as has the largest Total
Market Capitalization as of the close of business on the Trading Day
immediately preceding the date of the notice of such conversion required by
Section 7.4(E)) equal to 110% of the Optional Conversion Ratio as of the fifth
Trading Day prior to the date of the notice of such conversion required by
Section 7.4(E); provided, that upon such conversion, the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The PCS Group and
the Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The PCS Group will convert, on the same basis, into a Number Of
Shares Issuable With Respect To The Old Class A Equity Interest In The FON
Group and a Number Of Shares Issuable With Respect To The Class A--Series DT
Equity Interest In The FON Group, respectively.

   (D) At any time following November 23, 2001, the Board of Directors may
convert each outstanding share of Series 1 PCS Stock, Series 2 PCS Stock and
Series 3 PCS Stock, as of the Conversion Date provided by Section 7.4(E), into
the number of fully paid and nonassessable shares of Series 1 FON Stock, Series
2 FON

                                      8-32
<PAGE>

Stock and Series 3 FON Stock, respectively (or, if the Series 1 FON Stock is
not Publicly Traded at such time and shares of any other class or series of
common stock of the Corporation (other than PCS Stock) are then Publicly
Traded, of such other class or series of common stock as has the largest Total
Market Capitalization as of the close of business on the Trading Day
immediately preceding the date of the notice of conversion required by Section
7.4(E)) equal to, on the Conversion Date, (i) if following November 23, 2001
but prior to November 23, 2002, 110% of the Optional Conversion Ratio as of the
fifth Trading Day prior to the date of the notice of such conversion required
by Section 7.4(E), or (ii) if on or after November 23, 2002, at such conversion
ratio (if any) as the Board of Directors determines to be fair to holders of
the PCS Stock, taken as a separate class, and holders of FON Stock, taken as a
separate class, provided, that upon such conversion, the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The PCS Group and
the Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The PCS Group will convert, on the same basis, into a Number Of
Shares Issuable With Respect To The Old Class A Equity Interest In The FON
Group and a Number Of Shares Issuable With Respect To The Class A--Series DT
Equity Interest In The FON Group, respectively.

   7.2. Redemption of PCS Stock for Subsidiary Stock. At any time the Board of
Directors may redeem all of the outstanding shares of PCS Stock, on a
Redemption Date of which notice is delivered in accordance with Section 7.4(F),
in exchange for the number of shares of common stock of one or more wholly-
owned subsidiaries of the Corporation (collectively, the "PCS Group
Subsidiary") that collectively hold directly or indirectly all of the assets
and liabilities attributed to the PCS Group (and no other assets or liabilities
of the Corporation or any subsidiary thereof) equal to the product of the
Outstanding PCS Fraction and the number of shares of common stock of such PCS
Group Subsidiary to be outstanding immediately following such exchange of
shares (including any shares of such PCS Group Subsidiary which will be
retained by the Corporation in respect of the FON Group Intergroup Interest
Fraction), such PCS Group Subsidiary shares to be delivered to the holders of
shares of PCS Stock on the Redemption Date and to be divided among the holders
of PCS Stock pro rata in accordance with the number of shares of PCS Stock held
by each on such Redemption Date, each of which shares of common stock of such
PCS Group Subsidiary shall be, upon such delivery, fully paid and
nonassessable; provided, however, that

   (i) no such redemption pursuant to this Section 7.2 may occur prior to
November 23, 2000 unless such redemption is approved by the affirmative vote of
the holders of a majority of shares of PCS Stock and Class A Common Stock,
voting together as a single class in accordance with ARTICLE SIXTH, Section
3.2(d),

   (ii) holders of shares of Series 2 PCS Stock and Series 3 PCS Stock
outstanding immediately prior to the Redemption Date shall receive on a per
share basis, pursuant to such redemption, shares of common stock of such PCS
Group Subsidiary with Voting Power equivalent on a per share basis to such
shares received by holders of Series 1 PCS Stock and

   (iii) on such Redemption Date, the holders of Old Class A Common Stock and
Class A Common Stock--Series DT will receive the number of shares of the PCS
Group Subsidiary equal to the product of (A) the Old Class A PCS Interest
Fraction, in the case of the holders of the Old Class A Common Stock, and the
Class A--Series DT PCS Interest Fraction, in the case of holders of Class A
Common Stock--Series DT and (B) the number of shares of common stock of such
PCS Group Subsidiary to be outstanding immediately following such issuance of
shares;

and provided further, that no such redemption pursuant to this Section 7.2 may
occur unless (i) the redemption is tax-free to the holders of PCS Stock or (ii)
such other arrangement exists for the benefit of the holders of PCS Stock
redeemed such that, net of all taxes related to such redemption and to such
other arrangement itself which are realized by such stockholders, such
stockholders will be in a position that is substantially equivalent
economically to the position such stockholders would be in after a tax-free
distribution described in the immediately preceding clause (i).

   7.3. Treatment of Convertible Securities. After any Conversion Date or
Redemption Date on which all outstanding shares of any class or series of PCS
Stock are converted or redeemed, any share of such class or

                                      8-33
<PAGE>

series of PCS Stock that is issued on conversion, exchange or exercise of any
Convertible Securities shall, immediately upon issuance pursuant to such
conversion, exchange or exercise and without any notice from or to, or any
other action on the part of, the Corporation or its Board of Directors or the
holder of such Convertible Security:

   (A) if the shares of such class or series of PCS Stock outstanding on such
Conversion Date were converted into shares of another class or series of
Corporation Common Stock (or another class or series of common stock of the
Corporation) pursuant to subparagraph (A)(2) or paragraph (C) or (D) of
Section 7.1, be converted into the amount of cash and/or the number of shares
of the kind of capital stock and/or other securities or property of the
Corporation that the number of shares of such class or series of PCS Stock
issued upon such conversion, exchange or exercise would have received had such
shares been outstanding on such Conversion Date; or

   (B) if the shares of such class or series of PCS Stock outstanding on such
Redemption Date were redeemed pursuant to Section 7.1(A)(1)(b) or Section 7.2,
be redeemed, to the extent of funds of the Corporation legally available
therefor, for $.01 per share in cash for each share of such class or series of
PCS Stock issued upon such conversion, exchange or exercise.

   The provisions of this Section 7.3 shall not apply to the extent that other
adjustments in respect of such conversion, exchange or redemption of a class or
series of PCS Stock are otherwise made pursuant to the provisions of such
Convertible Securities.

   7.4. Notice and Other Provisions.

   (A) Not later than the tenth Trading Day following the consummation of a
Disposition referred to in Section 7.1(A), the Corporation shall announce
publicly by press release (1) the Net Proceeds of such Disposition, (2) the
number of shares outstanding of the PCS Stock, (3) the number of shares of PCS
Stock into or for which Convertible Securities are then convertible,
exchangeable or exercisable and the conversion, exchange or exercise price
thereof and (4) the Outstanding PCS Fraction, the Old Class A PCS Interest
Fraction and the Class A--Series DT Interest Fraction on the date of such
notice. Not earlier than the 26th Trading Day and not later than the 30th
Trading Day following the consummation of such Disposition, the Corporation
shall announce publicly by press release which of the actions specified in
Section 7.1(A) it has irrevocably determined to take in respect of such
Disposition.

   (B) If the Corporation determines to pay a dividend on shares of PCS Stock
pursuant to Section 7.1(A)(1)(a), the Corporation shall, not later than the
30th Trading Day following the consummation of the Disposition referred to in
such Section, cause notice to be given to each holder of PCS Stock, Class A
Common Stock and to each holder of Convertible Securities that are convertible
into or exchangeable or exercisable for shares of PCS Stock (unless alternate
provision for such notice to the holders of such Convertible Securities is made
pursuant to the terms of such Convertible Securities), setting forth (1) the
record date for determining holders entitled to receive such dividend, which
shall be not earlier than the 40th Trading Day and not later than the 50th
Trading Day following the consummation of such Disposition, (2) the anticipated
payment date of such dividend (which shall not be more than 85 Trading Days
following the consummation of such Disposition), (3) the kind of shares of
capital stock, cash and/or other securities or property to be paid as such
dividend in respect of the outstanding shares of PCS Stock, (4) the Net
Proceeds of such Disposition, (5) the Outstanding PCS Fraction, the Old Class A
PCS Interest Fraction and the Class A--Series DT Interest Fraction on the date
of such notice, (6) the number of outstanding shares of PCS Stock and the
number of shares of PCS Stock into or for which outstanding Convertible
Securities are then convertible, exchangeable or exercisable and the
conversion, exchange or exercise price thereof and (7) in the case of notice to
be given to holders of Convertible Securities, a statement to the effect that a
holder of such Convertible Securities shall be entitled to receive such
dividend only if such holder properly converts, exchanges or exercises such
Convertible Securities on or prior to the record date referred to in clause (1)
of this sentence. Such notice shall be sent by first-class mail, postage
prepaid, to each such holder at such holder's address as the same appears on
the transfer books of the Corporation.

                                      8-34
<PAGE>

   (C) If the Corporation determines to redeem PCS Stock pursuant to Section
7.1(A)(1)(b)(i), the Corporation shall, not earlier than the 45th Trading Day
and not later than the 35th Trading Day prior to the Redemption Date, cause
notice to be given to each holder of shares of PCS Stock, Class A Common Stock
and to each holder of Convertible Securities convertible into or exchangeable
or exercisable for shares of PCS Stock (unless alternate provision for such
notice to the holders of such Convertible Securities is made pursuant to the
terms of such Convertible Securities), setting forth (1) a statement that all
shares of PCS Stock outstanding on the Redemption Date shall be redeemed, (2)
the Redemption Date (which shall not be more than 85 Trading Days following the
consummation of such Disposition), (3) the kind of shares of capital stock,
cash and/or other securities or property in which the redemption price for the
shares to be redeemed is to be paid, (4) the Net Proceeds of such Disposition,
(5) the Outstanding PCS Fraction, the Old Class A PCS Interest Fraction and the
Class A--Series DT Interest Fraction on the date of such notice, (6) the place
or places where certificates for shares of PCS Stock, properly endorsed or
assigned for transfer (unless the Corporation waives such requirement), are to
be surrendered for delivery of cash and/or securities or other property, (7)
the number of outstanding shares of PCS Stock and the number of shares of PCS
Stock into or for which such outstanding Convertible Securities are then
convertible, exchangeable or exercisable and the conversion, exchange or
exercise price thereof, (8) in the case of notice to be given to holders of
Convertible Securities, a statement to the effect that a holder of such
Convertible Securities shall be entitled to participate in such redemption only
if such holder properly converts, exchanges or exercises such Convertible
Securities on or prior to the Redemption Date referred to in clause (2) of this
sentence and a statement as to what, if anything, such holder will be entitled
to receive pursuant to the terms of such Convertible Securities or, if
applicable, this Section 7 if such holder thereafter converts, exchanges or
exercises such Convertible Securities and (9) a statement to the effect that,
except as otherwise provided by paragraph (I) of this Section 7.4, dividends on
such shares of PCS Stock shall cease to be paid as of such Redemption Date.
Such notice shall be sent by first-class mail, postage prepaid, to each such
holder at such holder's address as the same appears on the transfer books of
the Corporation.

   (D) If the Corporation determines to redeem PCS Stock pursuant to Section
7.1(A)(1)(b)(ii), the Corporation shall, not later than the 30th Trading Day
following the consummation of the Disposition referred to in such subparagraph,
cause notice to be given to each holder of shares of PCS Stock, Class A Common
Stock and to each holder of Convertible Securities that are convertible into or
exchangeable or exercisable for shares of PCS Stock (unless alternate provision
for such notice to the holders of such Convertible Securities is made pursuant
to the terms of such Convertible Securities) setting forth (1) a date, not
earlier than the 40th Trading Day and not later than the 50th Trading Day
following the consummation of the Disposition in respect of which such
redemption is to be made, on which shares of PCS Stock shall be selected for
redemption, (2) the anticipated Redemption Date (which shall not be more than
85 Trading Days following the consummation of such Disposition), (3) the kind
of shares of capital stock, cash and/or other securities or property in which
the redemption price for the shares to be redeemed is to be paid, (4) the Net
Proceeds of such Disposition, (5) the Outstanding PCS Fraction, the Old Class A
PCS Interest Fraction and the Class A--Series DT Interest Fraction on the date
of such notice, (6) the number of shares of PCS Stock outstanding and the
number of shares of PCS Stock into or for which outstanding Convertible
Securities are then convertible, exchangeable or exercisable and the
conversion, exchange or exercise price thereof, (7) in the case of notice to be
given to holders of Convertible Securities, a statement to the effect that a
holder of such Convertible Securities shall be eligible to participate in such
selection for redemption only if such holder properly converts, exchanges or
exercises such Convertible Securities on or prior to the record date referred
to in clause (1) of this sentence, and a statement as to what, if anything,
such holder will be entitled to receive pursuant to the terms of such
Convertible Securities or, if applicable, this Section 7 if such holder
thereafter converts, exchanges or exercises such Convertible Securities and (8)
a statement that the Corporation will not be required to register a transfer of
any shares of PCS Stock for a period of 15 Trading Days next preceding the date
referred to in clause (1) of this sentence. Promptly following the date
referred to in clause (1) of the preceding sentence, but not earlier than 40
Trading Days nor later than 50 Trading Days following the consummation of such
Disposition, the Corporation shall cause a notice to be given to each holder of
record of shares of PCS Stock to be redeemed setting forth (1) the number of
shares of PCS Stock held by such holder to be redeemed, (2) a statement that

                                      8-35
<PAGE>

such shares of PCS Stock shall be redeemed, (3) the Redemption Date, (4) the
kind and per share amount of cash and/or securities or other property to be
received by such holder with respect to each share of PCS Stock to be redeemed,
including details as to the calculation thereof, (5) the place or places where
certificates for shares of PCS Stock, properly endorsed or assigned for
transfer (unless the Corporation shall waive such requirement), are to be
surrendered for delivery of such cash and/or securities or other property, (6)
if applicable, a statement to the effect that the shares being redeemed may no
longer be transferred on the transfer books of the Corporation after the
Redemption Date and (7) a statement to the effect that, subject to paragraph
(I) of this Section 7.4, dividends on such shares of PCS Stock shall cease to
be paid as of the Redemption Date. Such notices shall be sent by first-class
mail, postage prepaid, to each such holder at such holder's address as the same
appears on the transfer books of the Corporation.

   (E) If the Corporation determines to convert the PCS Stock pursuant to
Section 7.1(A)(2), Section 7.1(C) or Section 7.1(D), as the case may be, the
Corporation shall, not earlier than the 45th Trading Day and not later than the
35th Trading Day prior to the Conversion Date, cause notice to be given to each
holder of shares of PCS Stock, Class A Common Stock and to each holder of
Convertible Securities that are convertible into or exchangeable or exercisable
for shares of PCS Stock (unless alternate provision for such notice to the
holders of such Convertible Securities is made pursuant to the terms of such
Convertible Securities) setting forth (1) a statement that all outstanding
shares of PCS Stock shall be converted, (2) the Conversion Date (which, in the
case of a conversion after a Disposition, shall not be more than 85 Trading
Days following the consummation of such Disposition), (3) the per share number
of shares of Series 1 FON Stock (or Series 2 FON Stock or Series 3 FON Stock,
if applicable) or another class or series of common stock of the Corporation,
as the case may be, to be received with respect to each share of PCS Stock,
including details as to the calculation thereof, (4) the place or places where
certificates for shares of PCS Stock, properly endorsed or assigned for
transfer (unless the Corporation shall waive such requirement), are to be
surrendered for delivery of certificates for shares of Series 1 FON Stock (or
Series 2 FON Stock or Series 3 FON Stock, if applicable) or another class or
series of common stock of the Corporation, as the case may be, (5) the number
of outstanding shares of PCS Stock and the number of shares of PCS Stock into
or for which outstanding Convertible Securities are then convertible,
exchangeable or exercisable and the conversion, exchange or exercise price
thereof, (6) a statement to the effect that, subject to paragraph (I) of this
Section 7.4, dividends on such shares of PCS Stock shall cease to be paid as of
such Conversion Date and (7) in the case of notice to holders of such
Convertible Securities, a statement to the effect that a holder of such
Convertible Securities shall be entitled to receive shares of common stock upon
such conversion only if such holder properly converts, exchanges or exercises
such Convertible Securities on or prior to such Conversion Date and a statement
as to what, if anything, such holder will be entitled to receive pursuant to
the terms of such Convertible Securities or, if applicable, this Section 7.4 if
such holder thereafter converts, exchanges or exercises such Convertible
Securities. Such notice shall be sent by first-class mail, postage prepaid, to
each such holder at such holder's address as the same appears on the transfer
books of the Corporation.

   (F) If the Corporation determines to redeem shares of PCS Stock pursuant to
Section 7.2, the Corporation shall cause notice to be given to each holder of
shares of PCS Stock to be redeemed, and to each holder of Class A Common Stock
and Convertible Securities that are convertible into or exchangeable or
exercisable for shares of such class of PCS Stock (unless alternate provision
for such notice to the holders of such Convertible Securities is made pursuant
to the terms of such Convertible Securities), setting forth (1) a statement
that all shares of PCS Stock outstanding on the Redemption Date shall be
redeemed in exchange for shares of common stock of the PCS Group Subsidiary,
(2) the Redemption Date, (3) the Outstanding PCS Fraction, the Old Class A PCS
Interest Fraction and the Class A--Series DT Interest Fraction on the date of
such notice, (4) the place or places where certificates for shares of PCS Stock
to be redeemed, properly endorsed or assigned for transfer (unless the
Corporation shall waive such requirement), are to be surrendered for delivery
of certificates for shares of the PCS Group Subsidiaries, (5) a statement to
the effect that, subject to paragraph (I) of this Section 7.4, dividends on
such shares of PCS Stock shall cease to be paid as of such Redemption Date, (6)
the number of shares of PCS Stock outstanding and the number of shares of PCS
Stock into or for which outstanding Convertible Securities are then
convertible, exchangeable or exercisable and the conversion, exchange or

                                      8-36
<PAGE>

exercise price thereof and (7) in the case of notice to holders of Convertible
Securities, a statement to the effect that a holder of Convertible Securities
shall be entitled to receive shares of common stock of the PCS Group Subsidiary
upon redemption only if such holder properly converts, exchanges or exercises
such Convertible Securities on or prior to the Redemption Date and a statement
as to what, if anything, such holder will be entitled to receive pursuant to
the terms of such Convertible Securities or, if applicable, this Section 7 if
such holder thereafter converts, exchanges or exercises such Convertible
Securities. Such notice shall be sent by first-class mail, postage prepaid, not
less than 30 Trading Days nor more than 45 Trading Days prior to the Redemption
Date to each such holder at such holder's address as the same appears on the
transfer books of the Corporation. If any shares of Series 2 PCS Stock or
Series 3 PCS Stock are outstanding immediately prior to the Redemption Date,
then the notice provided to each holder of Series 2 PCS Stock or Series 3 PCS
Stock, as the case may be, pursuant to this Section 7.4(F) will also indicate
that such holders of shares of Series 2 PCS Stock and Series 3 PCS Stock
outstanding immediately prior to the Redemption Date shall receive on a per
share basis, pursuant to such redemption, shares of common stock of such PCS
Group Subsidiary with Voting Power equivalent to such shares received by
holders of Series 1 PCS Stock.

   (G) If less than all of the outstanding shares of PCS Stock are to be
redeemed pursuant to Section 7.1(A)(1), then the shares to be redeemed by the
Corporation shall be selected from among the holders of shares of PCS Stock
outstanding at the close of business on the record date for such redemption on
a pro rata basis among each class or series of PCS Stock (including pro rata
among all holders of Series 2 PCS Stock and Series 3 PCS Stock) or, if Series 2
PCS Stock is no longer outstanding, by lot or such other method as may be
determined by the Board of Directors of the Corporation to be equitable.

   (H) The Corporation shall not be required to issue or deliver fractional
shares of any capital stock or of any other securities to any holder of PCS
Stock upon any conversion, redemption, dividend or other distribution pursuant
to this Section 7. If more than one share of PCS Stock shall be held at the
same time by the same holder, the Corporation may aggregate the number of
shares of any capital stock that shall be issuable or any other securities or
property that shall be distributable to such holder upon any conversion,
redemption, dividend or other distribution (including any fractional shares).
If there are fractional shares of any capital stock or of any other securities
remaining to be issued or distributed to the holders of PCS Stock, the
Corporation shall, if such fractional shares are not issued or distributed to
the holder, pay cash in respect of such fractional shares in an amount equal to
the Fair Value thereof on the fifth Trading Day prior to the date such payment
is to be made (without interest). For purposes of the preceding sentence only,
"Fair Value" of any fractional share means (A) in the case of any fraction of a
share of capital stock of the Corporation, the product of such fraction and the
Market Value of one share of such capital stock and (B) in the case of any
other fractional security, such value as is determined by the Board of
Directors.

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

   (J) Before any holder of PCS Stock shall be entitled to receive any cash
payment and/or certificates or instruments representing shares of any capital
stock and/or other securities or property to be distributed to such holder with
respect to such shares of PCS Stock pursuant to this Section 7, such holder
shall surrender at such place as the Corporation shall specify certificates for
such shares of PCS Stock, properly endorsed or assigned for transfer (unless
the Corporation shall waive such requirement). The Corporation shall as soon as
practicable after receipt of certificates representing such shares of PCS Stock
deliver to the person for whose account such shares of PCS Stock were so
surrendered, or to such person's nominee or nominees, the cash and/or the
certificates or instruments representing the number of whole shares of the kind
of capital stock and/or other

                                      8-37
<PAGE>

securities or property to which such person shall be entitled as aforesaid,
together with any payment in respect of fractional shares contemplated by
Section 7.4(H), in each case without interest. If less than all of the shares
of PCS Stock represented by any one certificate are to be redeemed or
converted, then the Corporation shall issue and deliver a new certificate for
the shares of PCS Stock not redeemed.

   (K) From and after any applicable Conversion Date or Redemption Date, as the
case may be, all rights of a holder of shares of PCS Stock that were converted
or redeemed shall cease except for the right, upon surrender of the
certificates representing such shares of PCS Stock as required by Section
7.4(J), to receive the cash and/or the certificates or instruments representing
shares of the kind of capital stock and/or other securities or property for
which such shares were converted or redeemed, together with any payment in
respect of fractional shares contemplated by Section 7.4(H) and rights to
dividends as provided in Section 7.4(I), in each case without interest. Subject
to the next sentence, any holder of a certificate that immediately prior to the
applicable Conversion Date or Redemption Date represented shares of PCS Stock
shall not be entitled to receive any dividend or other distribution or interest
payment with respect to shares of any kind of capital stock or other security
or instrument for which PCS Stock was converted or redeemed until the surrender
as required by this Section 7 of such certificate in exchange for a certificate
or certificates or instrument or instruments representing such capital stock or
other security. Upon such surrender, there shall be paid to the holder the
amount of any dividends or other distributions (without interest) which
theretofore became payable on any class of capital stock of the Corporation as
of a record date after the Conversion Date or Redemption Date, but that were
not paid by reason of the foregoing, with respect to the number of whole shares
of the kind of capital stock represented by the certificate or certificates
issued upon such surrender. From and after a Conversion Date or Redemption
Date, the Corporation shall, however, be entitled to treat the certificates for
PCS Stock that have not yet been surrendered for conversion or redemption as
evidencing the ownership of the number of whole shares of the kind or kinds of
capital stock of the Corporation for which the shares of PCS Stock represented
by such certificates shall have been converted or redeemed, notwithstanding the
failure to surrender such certificates.

   (L) The Corporation shall pay any and all documentary, stamp or similar
issue or transfer taxes that may be payable in respect of the issuance or
delivery of any shares of capital stock and/or other securities upon conversion
or redemption of shares of PCS Stock pursuant to this Section 7. The
Corporation shall not, however, be required to pay any tax that may be payable
in respect of any transfer involved in the issuance or delivery of any shares
of capital stock and/or other securities in a name other than that in which the
shares of PCS Stock so converted or redeemed were registered, and no such
issuance or delivery shall be made unless and until the person requesting such
issuance or delivery has paid to the Corporation the amount of any such tax or
has established to the satisfaction of the Corporation that such tax has been
paid.

   (M) Neither the failure to mail any notice required by this Section 7.4 to
any particular holder of PCS Stock or of Convertible Securities nor any defect
therein shall affect the sufficiency of any notice given to any other holder of
outstanding shares of PCS Stock or of Convertible Securities or the validity of
any such conversion or redemption.

   (N) The Board of Directors may establish such rules and requirements to
facilitate the effectuation of the transactions contemplated by this Section 7
as the Board of Directors shall determine to be appropriate.

   (O) If notices to Class A Holders are made pursuant to this Section 7, then
the Corporation will make such notices in compliance with the provisions of
Section 11 of ARTICLE SIXTH as well as with the provisions of this Section 7.

   7.5 Automatic Conversion of Series 2 PCS Stock and Series 2 FON Stock.

   (a) Below One Percent Voting Power. If the total number of Converted Votes
represented by the aggregate number of issued and outstanding shares of Series
2 PCS Stock or Series 2 FON Stock, as the case may be, is below one percent of
the outstanding Voting Power of the Corporation for more than 90 consecutive

                                      8-38
<PAGE>

days, then (i) the Corporation shall notify FT and DT, in accordance with
ARTICLE SIXTH, Section 11, of the date on which such conversion will occur as
soon as practicable following the date on which such 90-day period ends (the
"Conversion Trigger Date") but in no event later than ten Business Days after
the Conversion Trigger Date and (ii) each outstanding share of Series 2 PCS
Stock or Series 2 FON Stock will automatically convert (without the payment of
any consideration) into one duly issued, fully paid and nonassessable share of
Series 1 PCS Stock or Series 1 FON Stock, respectively, such conversion to take
place on the 90th day following the Conversion Trigger Date.

   (b) Certain Transfers. Upon any Transfer of shares of Series 2 PCS Stock or
Series 2 FON Stock, as the case may be (other than a Transfer to a Cable
Holder) each such share so Transferred shall automatically convert (without the
payment of any consideration) into one duly issued, fully paid and
nonassessable share of Series 1 PCS Stock or Series 1 FON Stock, respectively,
as of the date of such Transfer.

   (c) Notice of Automatic Conversion; Exchange of Stock Certificates; Effect
of Automatic Conversion of All Series 2 PCS Stock, etc.

   (i) In addition to the notice required in Section 7.5(a), as soon as
practicable after a conversion of shares of Series 2 PCS Stock (or, if
applicable, Series 2 FON Stock) into shares of Series 1 PCS Stock (or, if
applicable, Series 1 FON Stock), pursuant to this Section 7, the Corporation
shall notify FT and DT, in accordance with ARTICLE SIXTH, Section 11, of the
number of shares so converted and the date on which such conversion occurred.

   (ii) Immediately upon the conversion of shares of Series 2 PCS Stock (or, if
applicable, Series 2 FON Stock) into shares of Series 1 PCS Stock (or, if
applicable, Series 1 FON Stock), pursuant to this Section 7 (such shares so
converted hereinafter referred to as the "Converted Series Shares"), the rights
of the holders of such Converted Series Shares, as such, shall cease and the
holders thereof shall be treated for all purposes as having become the record
owners of the shares of Series 1 PCS Stock or Series 1 FON Stock, as the case
may be, issuable upon such conversion (the "Newly Issued Shares"), provided
that such Persons shall be entitled to receive when paid any dividends declared
on the Converted Series Shares as of a record date preceding the time the
Converted Series Shares were converted (the "Series Conversion Time") and
unpaid as of the Series Conversion Time. If the stock transfer books of this
Corporation shall be closed at the Series Conversion Time, such Person or
Persons shall be deemed to have become such holder or holders of record of the
Newly Issued Shares at the opening of business on the next succeeding day on
which such stock transfer books are open.

   (iii) As promptly as practicable after the Series Conversion Time, upon the
delivery to this Corporation of the certificates formerly representing
Converted Series Shares, this Corporation shall deliver or cause to be
delivered, to or upon the written order of the record holder of such
certificates, a certificate or certificates representing the number of duly
issued, fully paid and nonassessable Newly Issued Shares into which the
Converted Series Shares formerly represented by such certificates have been
converted in accordance with the provisions of this Section 7.5.

   (iv) This Corporation shall pay all United States federal, state or local
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of Newly Issued Shares upon the conversion of Converted
Series Shares pursuant to this Section 7.5, provided 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 Newly Issued
Shares in a name other than that of the registered holder of shares 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.

   (v) This Corporation shall at all times reserve and keep available, out of
the aggregate of its authorized but unissued Series 1 PCS Stock, authorized but
unissued Series 1 FON Stock, issued Series 1 PCS Stock held in its treasury and
issued Series 1 FON Stock held in its treasury, for the purpose of effecting
the conversion of

                                      8-39
<PAGE>

the Series 2 PCS Stock or Series 2 FON Stock, as the case may be, contemplated
hereby, the full number of shares of Series 1 PCS Stock and Series 1 FON Stock
then deliverable upon the conversion of all outstanding shares of Series 2 PCS
Stock or Series 2 FON Stock, as the case may be, and the full number of shares
of Series 2 PCS Stock the Cable Holders are permitted to acquire under the
Restructuring Agreement and the Cable Holder Standstill Agreements.

   (d) Temporary Voting Power Adjustment for Class A Holders. If any
conversions of shares of Series 2 PCS Stock or Series 2 FON Stock into shares
of Series 1 PCS Stock or Series 1 FON Stock, respectively, pursuant to this
Section 7.5, or any increases in the per share vote of other Voting Securities
of the Corporation upon a Transfer of such Voting Securities, occur on or after
the tenth Trading Day preceding a record date for purposes of determining the
stockholders entitled to vote or to receive the payment of a dividend, then the
per share vote of the Class A Stock determined in accordance with ARTICLE
SIXTH, Section 3.2 shall be increased such that the aggregate Percentage
Ownership Interest of each Class A Holder, including with respect to Series 3
FON Stock and Series 3 PCS Stock (or stock converting into Series 3 FON Stock
and Series 3 PCS Stock pursuant to ARTICLE SIXTH, Section 8.5(i)) acquired
prior to such record date, shall not be diluted as a result of such conversions
until 12:01 a.m. on the day immediately following the date of such stockholder
meeting or the dividend payment date, respectively.

   Section 8. Provisions Relating to Class A Stock.

   8.1. Rights and Privileges. Except as otherwise set forth in these Articles
of Incorporation, at all times (i) the holders of Series 3 FON Stock shall be
entitled to all of the rights and privileges pertaining to the ownership of
Series 1 FON Stock, (ii) the holders of Series 3 PCS Stock shall be entitled to
all of the rights and privileges pertaining to the ownership of Series 1 PCS
Stock, and (iii) the holders of Class A Common Stock shall be entitled to all
of the rights and privileges pertaining to the ownership of Series 1 FON Stock
and Series 1 PCS Stock to the extent such Class A Common Stock represents, at
such time, Shares Issuable With Respect To The Class A Equity Interest In The
FON Group and Shares Issuable With Respect To The Class A Equity Interest In
The PCS Group, in all such cases without any limitations, prohibitions,
restrictions or qualifications whatsoever, and such holders shall be entitled
to such other rights and privileges as are expressly set forth in these
Articles of Incorporation; provided that a holder of shares of Class A Common
Stock shall not have any rights or privileges under these Articles of
Incorporation or the General Corporation Code of Kansas, as amended, or
otherwise (whether in connection with the voluntary or involuntary liquidation,
dissolution or winding up of this Corporation, in connection with the
declaration and/or payment of dividends, with respect to redemptions of such
shares or in connection with any other distributions by the Corporation of any
character on the Corporation Common Stock or otherwise) in respect of such
shares except such rights and privileges that such holder would have had if all
Shares Issuable With Respect To The Class A Equity Interest In The FON Group
and all Shares Issuable With Respect To The Class A Equity Interest In The PCS
Group had been issued and all shares of Class A Common Stock had been redeemed
pursuant to ARTICLE SIXTH, Section 1.2(c) or 1.2(d), as applicable.

   8.2. Certain Agreements. Except as otherwise provided in Section 8.3 of
ARTICLE SIXTH, for so long as any shares of Class A Stock are outstanding:

   (i) if any merger or other business combination involving this Corporation
results directly or indirectly in a Change of Control, then unless this
Corporation survives as the parent entity, the surviving corporation will
expressly assume all of this Corporation's obligations in respect of the
Registration Rights Agreement and this Section 8.2; and

   (ii) if any merger or other business combination involving this Corporation
occurs that does not result directly or indirectly in a Change of Control, then
unless this Corporation survives as the parent entity, the surviving
corporation will expressly assume all of this Corporation's obligations in
respect of the rights of the Class A Holders granted pursuant to these Articles
of Incorporation, the Stockholders' Agreement, the FT/DT Restructuring
Agreement and the Registration Rights Agreement.

                                      8-40
<PAGE>

   8.3. Conversion of Shares. (a) Unauthorized Transfers; Automatic
Conversions. Upon any Transfer of shares of Class A Stock (other than a
Transfer to a Qualified Subsidiary, to a Qualified Stock Purchaser or to FT or
DT, in each case which Transfer is effected in accordance with the provisions
of Article II of the Stockholders' Agreement), or upon delivery of a written
notice, provided by a Class A Holder with respect to such holder's shares of
Class A Stock, to Sprint in accordance with the notice delivery requirements as
set forth in ARTICLE SIXTH, Section 11,

   (A) each share of Series 3 FON Stock and Series 3 PCS Stock, as the case may
be, so Transferred, or identified in such notice, shall automatically convert
(without the payment of any consideration) into one duly issued, fully paid and
nonassessable share of Series 1 FON Stock and Series 1 PCS Stock, respectively,
and

   (B) (i) the Old Class A Common Stock, to the extent so Transferred, or
identified in such notice, shall be adjusted as provided in, and with the same
effect as provided in, ARTICLE SIXTH, Sections 1.2(c) and 1.2(e), except that
in such case only Series 1 PCS Stock and Series 1 FON Stock shall be issued;
and

   (ii) the Class A Common Stock--Series DT, to the extent so Transferred, or
identified in such notice, shall be adjusted as provided in, and with the same
effect as provided in, ARTICLE SIXTH, Sections 1.2(d) and 1.2(e), except that
in such case only Series 1 PCS Stock and Series 1 FON Stock shall be issued;

as of the date of such Transfer or delivery of such notice, provided that no
conversion of Class A Stock pursuant to this Section 8.3(a) shall be considered
to be an acquisition of Series 1 FON Stock or Series 1 PCS Stock for purposes
of Section 8.3(c) of ARTICLE SIXTH.

   (b) Material Breach of Investment Documents. (i) (A) Each outstanding share
of Series 3 FON Stock and Series 3 PCS Stock Beneficially Owned by a Breaching
Holder shall automatically convert (without the payment of any consideration)
into one duly issued, fully paid and nonassessable share of Series 1 FON Stock
and Series 1 PCS Stock, respectively, and (B) all (i) outstanding shares of Old
Class A Common Stock Beneficially Owned by a Breaching Holder shall
automatically convert (without the payment of any consideration) into the
number of duly issued, fully paid and nonassessable shares of Series 1 FON
Stock and Series 1 PCS Stock equal to the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The FON Group and the Number Of
Shares Issuable With Respect To The Old Class A Equity Interest In The PCS
Group, respectively, represented by such shares of Old Class A Common Stock,
and (ii) outstanding shares of Class A Common Stock--Series DT Beneficially
Owned by a Breaching Holder shall automatically convert (without the payment of
any consideration) into the number of duly issued, fully paid and nonassessable
shares of Series 1 FON Stock and Series 1 PCS Stock equal to the Number Of
Shares Issuable With Respect To The Class A--Series DT Equity Interest In The
FON Group and the Number Of Shares Issuable With Respect To The Class A--Series
DT Equity Interest In The PCS Group, respectively, represented by such shares
of Class A Common Stock--Series DT, if:

   (v) FT or DT or any Qualified Subsidiary breaches in any material respect
its obligations under Section 2.4 of the Stockholders' Agreement;

   (w) [deleted];

   (x) FT, DT or any Qualified Subsidiary breaches any of the provisions of
Article 2 (other than Section 2.1(b)) of the Standstill Agreement or any
corresponding provision of any Qualified Subsidiary Standstill Agreement;

   (y) FT, DT or any Qualified Subsidiary breaches any of the provisions of
Sections 3.1 or 3.2 of the Standstill Agreement or any corresponding provisions
of any Qualified Subsidiary Standstill Agreement, in each case in a Control
Context, or otherwise breaches Sections 3.1(a)(ii), (iii) or (iv) or Section
3.1(g) of the Standstill Agreement or any corresponding provision of any
Qualified Subsidiary Standstill Agreement; or

                                      8-41
<PAGE>

   (z) FT, DT or any Qualified Subsidiary breaches any of the provisions of
Sections 3.1 (except Section 3.1(a)(ii), (iii) or (iv), or Section 3.1(g)) or
3.2 of the Standstill Agreement or any corresponding provisions of any
Qualified Subsidiary Standstill Agreement, in each case other than in a Control
Context;

provided that, with respect to an alleged breach of the type described in
clauses (v), (x), (y) or (z) above, the Class A Holder(s) alleged to have taken
the actions causing such breach (the "Breaching Holders") shall deliver a
notice

   (I) except with respect to a breach of the type described in clause (y)
above, in accordance with clauses (ii)(x) or (iii)(x) below, in which case no
conversion of the Class A Stock shall take place unless such breach fails to be
cured within the time provided for cure in such clause (ii) or (iii), as the
case may be;

   (II) in accordance with clauses (ii)(y), (iii)(y) or (iv) below, in which
case no conversion of the Class A Stock shall take place until there is issued
a final nonappealable decision or order of a court of competent jurisdiction
finding that such breach has occurred and, if applicable, was not cured within
the time provided for cure in clauses (ii) or (iii) below, as the case may be;
or

   (III) admitting that such a breach has occurred, and (if applicable) cannot
be cured within the time periods provided for cure in clauses (ii) or (iii)
below, in which case

   (A) each outstanding share of Series 3 FON Stock and Series 3 PCS Stock, as
the case may be, Beneficially Owned by a Breaching Holder shall automatically
convert (without the payment of any consideration) into one duly issued, fully
paid and nonassessable share of Series 1 FON Stock and Series 1 PCS Stock,
respectively, and

   (B) all (i) outstanding shares of Old Class A Common Stock Beneficially
Owned by a Breaching Holder shall automatically convert (without the payment of
any consideration) into the number of duly issued, fully paid and nonassessable
shares of Series 1 FON Stock and Series 1 PCS Stock equal to the Number Of
Shares Issuable With Respect To The Old Class A Equity Interest In The FON
Group and the Number Of Shares Issuable With Respect To The Old Class A Equity
Interest In The PCS Group, respectively, represented by such shares of Old
Class A Common Stock, and (ii) outstanding shares of Class A Common Stock--
Series DT Beneficially Owned by a Breaching Holder shall automatically convert
(without the payment of any consideration) into the number of duly issued,
fully paid and nonassessable shares of Series 1 FON Stock and Series 1 PCS
Stock equal to the Number Of Shares Issuable With Respect To The Class A--
Series DT Equity Interest In The FON Group and the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The PCS Group,
respectively, represented by such shares of Class A Common Stock--Series DT,

   upon delivery of such notice; and

provided, further, that if the Breaching Holders fail to perform the actions
described in clauses (I) or (II) above within the time periods provided for
performing such actions in clauses (ii), (iii) or (iv) below, they shall be
deemed to have taken the action described in clause (III) above.

   (ii) For any alleged breach of the type described in clauses (x) or (z) of
clause (i) above, the Breaching Holders shall have the right, within five
Business Days after the date (for purposes of this clause (ii), the "Breach
Notice Date") that notice of such breach is delivered to each Breaching Holder
by this Corporation, to deliver to this Corporation a notice either:

   (x) committing to effect a cure as soon as practical, in which case the
Breaching Holders shall effect such cure as soon as practical, but in no event
later than the 20th Business Day from the Breach Notice Date (or, with respect
to an alleged breach of clause (x), if such cure cannot be effected within such
time period due to the anti-fraud rules of the U.S. securities laws, such
longer period as is reasonably necessary to cure such breach in a manner
consistent with such rules), provided that

                                      8-42
<PAGE>

   (I) the Breaching Holders shall have no right to cure unless such breach is
susceptible to cure;

   (II) such cure period shall continue only for so long as each Breaching
Holder shall be undertaking to effect such a cure in a diligent manner;

   (III) with respect to an alleged breach of clause (i)(x) above, this
Corporation shall have the right at any time after the end of such 20-day
period to purchase such number of shares of Non-Class A Common Stock or Class A
Stock, as the case may be, as is necessary to return the Breaching Holder to
the ownership level permitted by the Standstill Agreement or a Qualified
Subsidiary Standstill Agreement, as the case may be, at a price equal to the
lower of (A) the Market Price for such shares at the time of such redemption
and (B) the price paid by the Breaching Holders for such shares, provided that
this Corporation may only exercise such right if a majority of the Continuing
Directors shall have first approved, at a meeting at which at least seven
Continuing Directors are present, such a purchase of Shares, unless a Fair
Price Condition has been satisfied; and

   (IV) withdrawal of the action alleged to have caused such breach shall not,
in and of itself, give rise to a presumption that such breach has been cured;
or

   (y) disputing that such a breach has occurred, provided that during such
time as the most recent decision or order of a court of competent jurisdiction
is to the effect that such breach has occurred and was not cured within the
time provided for cure in clause (x) of this clause (ii), the rights provided
to the Class A Holders under this Section 8.3 shall, with respect to the
Breaching Holder only, be suspended and may not be exercised by the Breaching
Holder.

   (iii) For any alleged breach of the type described in clause (i)(v) above,
the Breaching Holders shall have the right, within five Business Days after the
date (for purposes of this clause (iii), the "Breach Notice Date") that notice
of such breach is delivered to each Breaching Holder by this Corporation, to
deliver to this Corporation a notice either:

   (x) committing to effect a cure as soon as practical, in which case the
Breaching Holders shall effect such cure as soon as practical, but in no event
later than the 20th Business Day from the Breach Notice Date (or, if such cure
cannot be effected within such time period due to the anti-fraud rules of the
U.S. securities laws, such longer period as is reasonably necessary to cure
such breach in a manner consistent with such rules), provided that

   (I) the Breaching Holders shall have no right to cure unless such breach is
susceptible to cure;

   (II) such cure period shall continue only for so long as each Breaching
Holder shall be undertaking to effect such a cure in a diligent manner; and

   (III) withdrawal of the action alleged to have caused such breach shall not,
in and of itself, give rise to a presumption that such breach has been cured;
or

   (y) disputing that such a breach has occurred;

provided that, in each case, from the Breach Notice Date until the earlier to
occur of the cure of such breach and the issuance of a decision or order of a
court of competent jurisdiction finding that such breach has not occurred or
was cured within the time provided for cure in clause (x) of this clause (iii),
the rights provided to the Class A Holders under this Section 8.3 shall, with
respect to the Breaching Holder only, be suspended and may not be exercised by
the Breaching Holder; and provided, further, that following such decision or
order, such rights shall be suspended during such time as the most recent
decision or order of a court of competent jurisdiction is to the effect that
such breach has occurred and was not cured within the time provided for cure in
clause (x) of this clause (iii).

                                      8-43
<PAGE>

   (iv) For any alleged breach of the type described in clause (i)(y) above,
the Breaching Holders shall have the right, within five Business Days after the
date (for purposes of this clause (iv), the "Breach Notice Date") that notice
of such breach is delivered to each Breaching Holder by this Corporation, to
deliver to this Corporation a notice disputing that such a breach has occurred,
provided that from the Breach Notice Date until the issuance of a decision or
order of a court of competent jurisdiction finding that such breach has not
occurred, the rights provided to the Class A Holders under this Section 8.3
shall, with respect to the Breaching Holder only, be suspended and may not be
exercised by the Breaching Holder; and provided, further, that following such
decision or order, such rights shall be suspended during such time as the most
recent decision or order of a court of competent jurisdiction is to the effect
that such breach has occurred.

   (v) For purposes of this Section 8.3(b), an alleged breach shall be deemed
to have occurred in a "Control Context" if the action or actions alleged to
have given rise to such breach were taken in the context of efforts by any
Class A Holder or any other Person having the purpose or effect of changing or
influencing the control of this Corporation.

   (vi) No conversion pursuant to this Section 8.3(b) shall be considered an
acquisition for purposes of Section 8.3(c) of ARTICLE SIXTH.

   (c) Conversion into Class A Stock. Until the conversion of all of the shares
of Class A Stock pursuant to this Section 8.3, (x) each share of Series 1 FON
Stock or Series 2 FON Stock, as the case may be, acquired by a Class A Holder
shall automatically convert (without the payment of any consideration) into one
duly issued, fully paid and nonassessable share of Series 3 FON Stock at the
date of such acquisition and (y) each share of Series 1 PCS Stock or Series 2
PCS Stock, as the case may be, acquired by a Class A Holder shall automatically
convert (without the payment of any consideration) into one duly issued, fully
paid and nonassessable share of Series 3 PCS Stock at the date of such
acquisition.

   (d) Notice of Conversion; Exchange of Stock Certificates; Effect of
Conversion of all Class A Stock. (i) Immediately upon the conversion of shares
of Series 3 FON Stock, Series 3 PCS Stock and Class A Common Stock into shares
of Series 1 FON Stock, Series 1 PCS Stock and, as applicable, shares of both
Series 1 FON Stock and Series 1 PCS Stock, respectively, or upon the conversion
of shares of Series 1 FON Stock and Series 2 FON Stock or Series 2 PCS Stock
and Series 1 PCS Stock into shares of Series 3 FON Stock or Series 3 PCS Stock,
respectively, and in each case pursuant to this Section 8.3 (the shares of
Class A Common Stock, Series 3 FON Stock, Series 3 PCS Stock, Series 1 FON
Stock, Series 2 FON Stock, Series 2 PCS Stock or Series 1 PCS Stock so
converted hereinafter referred to as the "Converted Shares"), the rights of the
holders of such Converted Shares, as such, shall cease and the holders thereof
shall be treated for all purposes as having become the record owners of the
shares of Series 1 FON Stock, Series 3 FON Stock, Series 1 PCS Stock or Series
3 PCS Stock, as the case may be, issuable upon such conversion (the "New
Shares"), provided that such Persons shall be entitled to receive when paid any
dividends declared on the Converted Shares as of a record date preceding the
time the Converted Shares were converted (the "Conversion Time") and unpaid as
of the Conversion Time, if such Persons were the record holders of the
Converted Shares on such record date. If 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 New
Shares at the opening of business on the next succeeding day on which such
stock transfer books are open.

   (ii) As promptly as practicable after the Conversion Time, upon the delivery
to this Corporation of the certificates formerly representing Converted Shares,
this Corporation shall deliver or cause to be delivered, to or upon the written
order of the record holder of such certificates, a certificate or certificates
representing the number of duly issued, fully paid and nonassessable New Shares
into which the Converted Shares formerly represented by such certificates have
been converted in accordance with the provisions of this Section 8.3.

   (iii) This Corporation shall pay all United States federal, state or local
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of New Shares upon the conversion of Converted Shares
pursuant to this Section 8.3, provided that this Corporation shall not be
required to pay any tax which

                                      8-44
<PAGE>

may be payable in respect of any registration of Transfer involved in the issue
or delivery of New Shares in a name other than that of the registered holder of
shares 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.

   (iv) This Corporation shall at all times reserve and keep available, out of
the aggregate of its authorized but unissued Series 3 FON Stock, Series 3 PCS
Stock, Series 1 PCS Stock and Series 1 FON Stock and its issued Series 1 FON
Stock or Series 1 PCS Stock held in its treasury, for the purpose of effecting
the conversion of the Series 3 FON Stock, Series 1 FON Stock, Series 2 FON
Stock, Series 3 PCS Stock, Series 2 PCS Stock, Series 1 PCS Stock and Class A
Common Stock contemplated hereby, the full number of shares of Series 1 FON
Stock or Series 1 PCS Stock then deliverable upon the conversion of all
outstanding shares of Series 3 FON Stock, Series 3 PCS Stock and Class A Common
Stock, and the full number of shares of Series 3 FON Stock and Series 3 PCS
Stock that would be deliverable upon conversion of all of the shares of Series
1 FON Stock, Series 1 PCS Stock, Series 2 FON Stock and Series 2 PCS Stock the
Class A Holders are permitted to acquire hereunder and under the Investment
Agreement, the FT/DT Restructuring Agreement, the Stockholders' Agreement and
the Standstill Agreement.

   (v) Following conversion of all outstanding shares of Class A Stock into
shares of Series 1 FON Stock or Series 1 PCS Stock, as the case may be,
pursuant to this Section 8.3, this Corporation shall not, directly or
indirectly, issue, or sell from the treasury, any shares of Class A Stock.

   (e) Class A Stock Held by Qualified Stock Purchasers. (i) (A) Each
outstanding share of Series 3 FON Stock and Series 3 PCS Stock, as the case may
be, owned by a Qualified Stock Purchaser shall automatically convert (without
the payment of any consideration) into one duly issued, fully paid and
nonassessable share of Series 1 FON Stock and Series 1 PCS Stock, respectively,
if:

   (v) such Qualified Stock Purchaser breaches in any material respect its
obligations under Section 2.4 of the Stockholders' Agreement;

   (w) [deleted];

   (x) such Qualified Stock Purchaser breaches any of the provisions of Article
2 of the Qualified Stock Purchaser Standstill Agreement;

   (y) such Qualified Stock Purchaser breaches any of the provisions of Section
3.1 or 3.2 of the Qualified Stock Purchaser Standstill Agreement in a Control
Context, or such Qualified Stock Purchaser otherwise breaches Sections
3.1(a)(ii), (iii) or (iv) or Section 3.1(g) of the Qualified Stock Purchaser
Standstill Agreement; or

   (z) such Qualified Stock Purchaser breaches any of the provisions of
Sections 3.1 (except Section 3.1(a)(ii), (iii) or (iv), or Section 3.1(g)) or
3.2 of the Qualified Stock Purchaser Standstill Agreement, in each case other
than in a Control Context;

provided, that such Qualified Stock Purchaser shall deliver a notice

   (I) except with respect to a breach of the type described in clause (y)
above, in accordance with clauses (ii)(x) or (iii)(x) below, in which case no
conversion of the Class A Stock owned by such Qualified Stock Purchaser shall
take place unless such breach fails to be cured within the time provided for
cure in such clause (ii) or (iii), as the case may be;

   (II) in accordance with clauses (ii)(y), (iii)(y) or (iv) below, in which
case no conversion of the Class A Stock owned by such Qualified Stock Purchaser
shall take place until there is issued a final nonappealable decision or order
of a court of competent jurisdiction finding that such breach has occurred and,
if applicable, was not cured within the time provided for cure in clauses (ii)
or (iii) below, as the case may be; or

                                      8-45
<PAGE>

   (III) admitting that such a breach has occurred, and (if applicable) cannot
be cured within the time periods provided for cure in clauses (ii) or (iii)
below, in which case each outstanding share of Series 3 FON Stock and Series 3
PCS Stock, as the case may be, owned by such Qualified Stock Purchaser shall
automatically convert (without the payment of any consideration) into one duly
issued, fully paid and nonassessable share of Series 1 FON Stock and Series 1
PCS Stock, respectively upon delivery of such notice; and

provided, further, that if such Qualified Stock Purchaser fails to perform the
actions described in clauses (I) or (II) above within the time periods
provided for performing such actions in clauses (ii), (iii) or (iv) below, it
shall be deemed to have taken the action described in clause (III) above.

   (ii) For any alleged breach of the type described in clauses (x) or (z) of
clause (i) above, such Qualified Stock Purchaser shall have the right, within
five Business Days after the date (for purposes of this clause (iii), the
"Breach Notice Date") that notice of such breach is delivered to such
Qualified Stock Purchaser by this Corporation, to deliver to this Corporation
a notice either:

   (x) committing to effect a cure as soon as practical, in which case such
Qualified Stock Purchaser shall effect such cure as soon as practical, but in
no event later than the 20th Business Day from the Breach Notice Date (or,
with respect to an alleged breach of clause (x), if such cure cannot be
effected within such time period due to the anti-fraud rules of the U.S.
securities laws, such longer period as is reasonably necessary to cure such
breach in a manner consistent with such rules), provided that

   (I) such Qualified Stock Purchaser shall have no right to cure unless such
breach is susceptible to cure;

   (II) such cure period shall continue only for so long as such Qualified
Stock Purchaser shall be undertaking to effect such a cure in a diligent
manner;

   (III) with respect to an alleged breach of clause (i)(x) above, this
Corporation shall have the right at any time after the end of such 20-day
period to purchase such number of shares of Class A Stock as is necessary to
return such Qualified Stock Purchaser to the ownership level permitted by the
Qualified Stock Purchaser Standstill Agreement, at a price equal to the lower
of (A) the Market Price for such Shares at the time of such redemption and (B)
the price paid by such Qualified Stock Purchaser for such Shares, provided
that this Corporation may only exercise such right if a majority of the
Continuing Directors shall have first approved, at a meeting at which at least
seven Continuing Directors are present, such a purchase of Shares, unless a
Fair Price Condition has been satisfied; and

   (IV) withdrawal of the action alleged to have caused such breach shall not,
in and of itself, give rise to a presumption that such breach has been cured;
or

   (y) disputing that such a breach has occurred, provided that during such
time as the most recent decision or order of a court of competent jurisdiction
is to the effect that such breach has occurred and was not cured within the
time provided for cure in clause (x) of this clause (ii), the rights provided
to such Qualified Stock Purchaser under this Section 8.3 shall be suspended
and may not be exercised by such Qualified Stock Purchaser.

   (iii) For any alleged breach of the type described in clause (i)(v) above,
such Qualified Stock Purchaser shall have the right, within five Business Days
after the date (for purposes of this clause (iii), the "Breach Notice Date")
that notice of such breach is delivered to such Qualified Stock Purchaser by
this Corporation, to deliver to this Corporation a notice either:

   (x) committing to effect a cure as soon as practical, in which case such
Qualified Stock Purchaser shall effect such cure as soon as practical, but in
no event later than the 20th Business Day from the Breach Notice Date (or, if
such cure cannot be effected within such time period due to the anti-fraud
rules of the U.S. securities laws, such longer period as is reasonably
necessary to cure such breach in a manner consistent with such rules),
provided that

                                     8-46
<PAGE>

   (I) such Qualified Stock Purchaser shall have no right to cure unless such
breach is susceptible to cure;

   (II) such cure period shall continue only for so long as such Qualified
Stock Purchaser shall be undertaking to effect such a cure in a diligent
manner; and

   (III) withdrawal of the action alleged to have caused such breach shall
not, in and of itself, give rise to a presumption that such breach has been
cured; or

   (y) disputing that such a breach has occurred;

provided that, in each case, from the Breach Notice Date until the earlier to
occur of the cure of such breach and the issuance of a decision or order of a
court of competent jurisdiction finding that such breach has not occurred or
was cured within the time provided for cure in clause (x) of this clause
(iii), the rights provided to such Qualified Stock Purchaser under this
Section 8.3 shall be suspended and may not be exercised by such Qualified
Stock Purchaser; and provided, further, that following such decision or order,
such rights shall be suspended during such time as the most recent decision or
order of a court of competent jurisdiction is to the effect that such breach
has occurred and was not cured within the time provided for cure in clause (x)
of this clause (iii).

   (iv) For any alleged breach of the type described in clause (i)(y) above,
such Qualified Stock Purchaser shall have the right, within five Business Days
after the date (for purposes of this clause (iv), the "Breach Notice Date")
that notice of such breach is delivered to such Qualified Stock Purchaser by
this Corporation, to deliver to this Corporation a notice disputing that such
a breach has occurred, provided that from the Breach Notice Date until the
issuance of a decision or order of a court of competent jurisdiction finding
that such breach has not occurred, the rights provided to such Qualified Stock
Purchaser under this Section 8.3 shall be suspended and may not be exercised
by such Qualified Stock Purchaser and provided, further, that following such
decision or order, such rights shall be suspended during such time as the most
recent decision or order of a court of competent jurisdiction is to the effect
that such breach has occurred.

   (v) For purposes of this Section 8.3(e), an alleged breach shall be deemed
to have occurred in a Control Context if the action or actions alleged to have
given rise to such breach were taken in the context of efforts by such
Qualified Stock Purchaser or any other Person having the purpose or effect of
changing or influencing the control of this Corporation.

   (vi) No conversion pursuant to this Section 8.3(e) shall be considered an
acquisition for purposes of Section 8.3(c) of ARTICLE SIXTH.

   (f) Effect of Conversion. Upon the conversion of all of the shares of Class
A Stock pursuant to this Section 8.3,

   (A) each share of Series 3 FON Stock and Series 3 PCS Stock, as the case
may be, issued by this Corporation pursuant to the Investment Agreement, the
FT/DT Restructuring Agreement, the Stockholders' Agreement or these Articles
of Incorporation shall automatically convert (without the payment of any
consideration) into one duly issued, fully paid and nonassessable share of
Series 1 FON Stock and Series 1 PCS Stock, respectively, and

   (B) all (i) outstanding shares of Old Class A Common Stock shall
automatically convert (without the payment of any consideration) into the
number of duly issued, fully paid and nonassessable shares of Series 1 FON
Stock and Series 1 PCS Stock equal to the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The FON Group and the Number Of
Shares Issuable With Respect To The Old Class A Equity Interest In The PCS
Group, respectively, represented by such shares of Old Class A Common Stock,
and (ii) outstanding shares of Class A Common Stock--Series DT shall
automatically convert (without the payment of any consideration) into the
number of duly issued, fully paid and nonassessable shares of Series 1

                                     8-47
<PAGE>

FON Stock and Series 1 PCS Stock equal to the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The FON Group and the
Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The PCS Group, respectively, represented by such shares of Class A
Common Stock--Series DT;

  provided that such conversion shall not be considered an acquisition of
Series 1 FON Stock or Series 1 PCS Stock, as the case may be, for purposes of
Section 8.3(c) of ARTICLE SIXTH.

   8.4. Class Voting. Except as otherwise provided by law, the Class A Holders
shall not have, nor be entitled to, a class vote with respect to any matter to
be voted on by the stockholders of this Corporation.

   8.5. Amendment of Class A Provisions; The Master Transfer Agreement. The
Class A Provisions may be amended in any manner which would not materially
alter or change the powers, preferences or rights of the holders of shares of
Non-Class A Common Stock or Preferred Stock so as to affect such powers,
preferences or rights adversely, by the Board of Directors of this Corporation
with the affirmative vote of only the holders of at least two-thirds of the
votes represented by the outstanding shares of Class A Stock, voting together
as a single class, and without the affirmative vote of the holders of shares of
the Non-Class A Common Stock or the Preferred Stock. Upon the retirement of
shares of Class A Common Stock, (i) such shares shall not resume the status of
authorized and unissued shares of that class, (ii) such shares shall not be
reissued, and (iii) upon the execution, acknowledgment and filing of a
certificate in accordance with Kan. Stat. Ann. (S) 17-6003 and (S) 17-6603 (or
any successor provisions) stating that the reissuance of such shares is
prohibited, identifying the shares and reciting their retirement, then the
filing of such certificate shall have the effect of amending these Articles of
Incorporation so as to reduce accordingly the number of authorized shares of
Class A Common Stock or if such retired shares constitute all of the authorized
shares of such class, then the filing of such certificate shall have the effect
of amending these Articles of Incorporation automatically so as to eliminate
all references to such class of stock therefrom. Notwithstanding any other
provision in these Articles of Incorporation, the transactions contemplated by
the Master Transfer Agreement shall not constitute a Corporation Joint Venture
Termination or an FT/DT Joint Venture Termination.

   Section 9. Application of the Provisions of ARTICLE SIXTH

   9.1. Certain Determinations of the Board of Directors. In addition to the
determinations regarding Preferred Stock to be made by the Board of Directors
as provided by Section 13.6, the Board of Directors shall make such
determinations (i) with respect to the assets and liabilities to be attributed
to the Business Groups (in accordance with the definitions of "PCS Group" and
"Sprint FON Group" set forth in ARTICLE SIXTH, Section 10), (ii) with respect
to the application of the provisions of this ARTICLE SIXTH to transactions to
be engaged in by the Corporation and (iii) as may be or become necessary or
appropriate to the exercise of the powers, preferences and relative,
participating, optional and other special rights of the classes or series of
Corporation Common Stock, including, without limiting the foregoing, the
determinations referred to in the following paragraphs (A), (B), (C) and (D) of
this Section 9.1. A record of any such determination shall be filed with the
Secretary of the Corporation to be kept with the records of the actions of the
Board of Directors.

   (A) Upon any acquisition by the Corporation or its subsidiaries of any
assets or business, or any assumption of liabilities, outside of the ordinary
course of business of the Sprint FON Group or the PCS Group, as the case may
be, the Board of Directors shall determine whether such assets, business and
liabilities (or an interest therein) shall be for the benefit of the Sprint FON
Group or the PCS Group or that an interest therein shall be partly for the
benefit of the Sprint FON Group and partly for the benefit of the PCS Group
and, accordingly, shall be attributed to the Sprint FON Group or the PCS Group,
or partly to each, in accordance with the definitions of "PCS Group," "Sprint
FON Group," and "Number Of Shares Issuable With Respect To The FON Group
Intergroup Interest" set forth in Section 10 of ARTICLE SIXTH.

   (B) Upon any issuance of any shares of PCS Stock at a time when the Number
Of Shares Issuable With Respect To The FON Group Intergroup Interest is more
than zero, the Board of Directors shall determine,

                                      8-48
<PAGE>

based on the use of the proceeds of such issuance and any other relevant
factors, whether all or any part of the shares of PCS Stock so issued should
reduce the Number Of Shares Issuable With Respect To The FON Group Intergroup
Interest and the Number Of Shares Issuable With Respect To The FON Group
Intergroup Interest shall be adjusted accordingly.

   (C) Upon any issuance by the Corporation or any subsidiary thereof of any
Convertible Securities that are convertible into or exchangeable or exercisable
for shares of PCS Stock, if at the time such Convertible Securities are issued
the Number Of Shares Issuable With Respect To The FON Group Intergroup Interest
is greater than zero, the Board of Directors shall determine whether, upon
conversion, exchange or exercise thereof, the issuance of shares of PCS Stock
pursuant thereto shall, in whole or in part, reduce the Number Of Shares
Issuable With Respect To The FON Group Intergroup Interest, taking into
consideration the use of the proceeds of such issuance of Convertible
Securities in the business of the Sprint FON Group or the PCS Group and any
other relevant factors.

   (D) Upon any redemption or repurchase by the Corporation or any subsidiary
thereof of shares of any Preferred Stock of any class or series or of other
securities or debt obligations of the Corporation, if some of such shares,
other securities or debt obligations were attributed to the Sprint FON Group
and some of such shares, other securities or debt obligations were attributed
to the PCS Group, the Board of Directors shall determine which, if any, of such
shares, other securities or debt obligations redeemed or repurchased shall be
attributed to the Sprint FON Group and which, if any, of such shares, other
securities or debt obligations shall be attributed to the PCS Group and,
accordingly, how many of the shares of such series of Preferred Stock or of
such other securities, or how much of such debt obligations, that remain
outstanding, if any, continue to be attributed to the Sprint FON Group or to
the PCS Group.

   9.2. Sources of Dividends and Distributions; Uses of Proceeds of Share
Issuances. Notwithstanding the attribution of properties or assets of the
Corporation to the Sprint FON Group or the PCS Group as provided in the
definitions of such terms in Section 10 of ARTICLE SIXTH, the Board of
Directors (i) may cause dividends or distributions or other payments to the
holders of any class of Corporation Common Stock or any class or series of
Preferred Stock to be made out of the properties or assets attributed to any
Business Group, subject, however, to any contrary term of any series of
Preferred Stock fixed in accordance with Section 13 of ARTICLE SIXTH, and (ii)
may cause the proceeds of issuance of any shares of Non-Class A Stock or Class
A Stock or any class or series of Preferred Stock, to whichever Business Group
attributed in accordance with Section 13 of ARTICLE SIXTH, to be used in the
business of, and to be attributed to, either the Sprint FON Group or the PCS
Group in accordance with the definitions of "PCS Group," "Sprint FON Group,"
and "Number Of Shares Issuable With Respect To The FON Group Intergroup
Interest" in Section 10 of ARTICLE SIXTH.

   9.3. Certain Determinations Not Required. Notwithstanding the foregoing
provisions of this Section 9, the provisions of Section 10 of ARTICLE SIXTH or
any other provision of this ARTICLE SIXTH, at any time when there are not
outstanding both (i) one or more shares of FON Stock (or Shares Issuable With
Respect To The Class A Equity Interest In The FON Group) or Convertible
Securities convertible into or exchangeable or exercisable for FON Stock and
(ii) one or more shares of PCS Stock (or Shares Issuable With Respect To The
Class A Equity Interest In The PCS Group) or Convertible Securities convertible
into or exchangeable or exercisable for PCS Stock, the Board of Directors need
not (A) attribute any of the assets or liabilities of the Corporation or any of
its subsidiaries to the Sprint FON Group or the PCS Group, (B) make any
determination required in connection therewith, or (C) make any of the
determinations otherwise required by this ARTICLE SIXTH, and in such
circumstances the holders of the shares of FON Stock or PCS Stock outstanding,
as the case may be, shall (unless otherwise specifically provided by the
Articles of Incorporation of the Corporation) be entitled to all the voting
powers, preferences, optional or other special rights of such classes of
Corporation Common Stock without differentiation between the FON Stock and the
PCS Stock and any provision of this ARTICLE SIXTH to the contrary shall no
longer be in effect or operative and the Board of Directors may cause the
Articles of Incorporation of the Corporation to be amended as permitted by law
to delete such provisions as are no longer operative or of further effect.

                                      8-49
<PAGE>

   9.4. Emergency Use of Business Group Assets. Notwithstanding the foregoing
provisions of this Section 9 or any other provision of ARTICLE SIXTH, the Board
of Directors may transfer assets or properties from one Business Group to
another on such other basis as the Board of Directors shall determine,
consistent with its fiduciary duties to the Corporation and the holders of all
classes and series of the Corporation's common stock, provided that the Board
of Directors determines (i) that such transfer on such basis should be made to
prevent or mitigate material adverse consequences that would fundamentally
affect the transferee Business Group, (ii) that the benefit of such transfer on
such basis to the transferee Business Group is to materially exceed any adverse
effect of such transfer to the transferor Business Group, and (iii) that such
transfer on such basis is in the best interest of the Corporation as a whole
after giving fair consideration to the potentially divergent interests of the
holders of the separate classes of Corporation Common Stock.

   9.5. Board Determinations Binding. Subject to applicable law, any
determinations made in good faith by the Board of Directors of the Corporation
under any provision of this Section 9 or otherwise in furtherance of the
application of this ARTICLE SIXTH shall be final and binding on all
stockholders.

   Section 10. Definitions. For purposes of ARTICLE FIFTH and ARTICLE SIXTH of
these Articles of Incorporation, the following terms have the following
meanings (with terms defined in the singular having comparable meaning when
used in the plural and vice versa), unless the context otherwise requires. As
used in this Section 10, a "contribution" or "transfer" of assets or properties
from one Business Group to another refers to the reattribution of such assets
or properties from the contributing or transferring Business Group to the other
Business Group and correlative phrases have correlative meanings.

   "Affiliate" means, with respect to any 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 Person, provided that (a)
no JV Entity shall be deemed an Affiliate of any Class A Holder or this
Corporation unless (i) FT, DT and Atlas own a majority of the Voting Power of
such JV Entity and this Corporation does not have the Tie-Breaking Vote (as
defined in Section 18.1 of the Joint Venture Agreement), or (ii) FT, DT or
Atlas has the Tie-Breaking Vote; (b) FT, DT and this Corporation shall not be
deemed Affiliates of each other; (c) Atlas shall be deemed an Affiliate of FT
and DT; and (d) the term "Affiliate" shall not include any Governmental
Authority of France or Germany or any other Person Controlled, directly or
indirectly, by any such Governmental Authority except in each case for FT, DT,
Atlas and any other Person directly, or indirectly through one or more
intermediaries, Controlled by FT, DT or Atlas.

   "Alien" means "aliens," "their representatives," "a foreign government or
representatives thereof" or "any corporation organized under the laws of a
foreign country" as such terms are used in Section 310(b)(4) of
the Communications Act of 1934, as amended, or as hereafter may be amended, or
any successor provision of law.

   "Applicable Law" has the meaning set forth in the Stockholders' Agreement.

   "Associate" has the meaning ascribed to such term in Rule 12b-2 under the
Exchange Act, provided that when used to indicate a relationship with FT or DT
or their respective Subsidiaries or Affiliates, the term "Associate" means (a)
in the case of FT, any Person occupying any of the positions listed on Schedule
A to the Stockholders' Agreement and (b) in the case of DT, any Person
occupying any of the positions listed on Schedule B to the Stockholders'
Agreement, provided, further, that, in each case, no Person occupying any such
position described in clause (a) or (b) hereof shall be deemed an "Associate"
of FT or DT, as the case may be, unless the Persons occupying all such
positions described in clauses (a) and (b) hereof Beneficially Own, in the
aggregate, more than 0.2% of the Voting Power of the Corporation.

   "Atlas" means the company formed as a societe anonyme under the laws of
Belgium pursuant to the Joint Venture Agreement, dated as of December 15, 1994,
between FT and DT, as amended.

   "Average Trading Price" of a share of any class or series of capital stock
of the Corporation on any day means the average Closing Price of such capital
stock determined over the 20 Trading Days immediately

                                      8-50
<PAGE>

preceding the date of such determination; provided that for purposes of this
definition only, in determining the "Closing Price" of a share of any class or
series of capital stock for such 20 Trading Day period, (i) the "Closing Price"
of a share of capital stock on any day prior to any "ex-dividend" date or any
similar date occurring during such period for any dividend or distribution
(other than any dividend or distribution contemplated by clause (ii)(B) of this
definition) paid or to be paid with respect to such capital stock shall be
reduced by the Fair Value of the per share amount of such dividend or
distribution and (ii) the "Closing Price" of any share of capital stock on any
day prior to (A) the effective date of any subdivision (by stock split or
otherwise) or combination (by reverse stock split or otherwise) of outstanding
shares of such class of capital stock occurring during such period or (B) any
"ex-dividend" date or any similar date occurring during such period for any
dividend or distribution with respect to such capital stock to be made in
shares of such class or series of capital stock or Convertible Securities that
are convertible, exchangeable or exercisable for such class or series of
capital stock, shall be appropriately adjusted, as determined by the Board of
Directors, to reflect such subdivision, combination, dividend or distribution.

   "Beneficial Owner" (including, with its correlative meanings, "Beneficially
Own" and "Beneficial Ownership"), with respect to any securities, means any
Person which:

   (a) has, or any of whose Affiliates or Associates has, directly or
indirectly, the right to acquire (whether such right is exercisable immediately
or only after the passage of time) such securities pursuant to any agreement,
arrangement or understanding (whether or not in writing), including, without
limitation, pursuant to the FT/DT Restructuring Agreement and the Stockholders'
Agreement, or upon the exercise of conversion rights, exchange rights, warrants
or options, or otherwise;

   (b) has, or any of whose Affiliates or Associates has, directly or
indirectly, the right to vote or dispose of (whether such right is exercisable
immediately or only after the passage of time) or has "beneficial ownership" of
(as determined pursuant to Rule 13d-3 under the Exchange Act but including all
such securities which a Person has the right to acquire beneficial ownership of
whether or not such right is exercisable within the 60-day period specified
therein) such securities, including pursuant to any agreement, arrangement or
understanding (whether or not in writing); or

   (c) has, or any of whose Affiliates or Associates has, any agreement,
arrangement or understanding (whether or not in writing) for the purpose of
acquiring, holding, voting or disposing of any securities which are
Beneficially Owned, directly or indirectly, by any other Person (or any
Affiliate thereof),

provided that (i) Class A Stock, Non-Class A Common Stock and Preferred Stock
held by one of FT or DT or its Affiliates or Associates shall not also be
deemed to be Beneficially Owned by the other of FT or DT or its Affiliates or
Associates, (ii) FON Stock and PCS Stock shall not be deemed to be Beneficially
Owned by FT, DT or their Affiliates or Associates by virtue of the top up
rights and standby commitments granted under the Purchase Rights Agreement (as
defined in the FT/DT Restructuring Agreement) except to the extent that FT, DT
or their Affiliates or Associates have (A) acquired shares of FON Stock or PCS
Stock pursuant to the Purchase Rights Agreement, or (B) become irrevocably
committed to acquire, and the Cable Holders have become irrevocably committed
to sell, shares of FON Stock or PCS Stock pursuant to the Purchase Rights
Agreement (with such Beneficial Ownership being determined on a full-voting
basis), subject only to customary closing conditions, if any; (iii) FT, DT and
their Affiliates and Associates shall not be deemed to Beneficially Own any
incremental Voting Power resulting solely from the increase in Voting Power
provided for by the application of ARTICLE SIXTH, Section 7.5(d) and (iv) prior
to the conversion thereof (other than during the 90-day period following the
Conversion Trigger Date set forth in ARTICLE SIXTH, Section 7.5(a)), a holder
of Series 2 PCS Stock or Series 2 FON Stock shall not be deemed to beneficially
own the shares of Series 1 PCS Stock or Series 1 FON Stock issuable upon
conversion thereof.

   "Board of Directors" means the board of directors of this Corporation.

   "Business Day" means any day other than a day on which commercial banks in
The City of New York, Paris, France, or Frankfurt am Main, Germany, are
required or authorized by law to be closed.

                                      8-51
<PAGE>

   "Business Group" means, as of any date, the Sprint FON Group or the PCS
Group, as the case may be.

   "Bylaws" means the Bylaws of this Corporation as amended or supplemented
from time to time.

   "Cable Holder" means any of

   (i) Tele-Communications, Inc., a Delaware corporation, Comcast Corporation,
a Pennsylvania corporation, or Cox Communications, Inc., a Delaware
corporation,

   (ii) any Affiliate of an entity identified in clause (i) of this
definition,

   (iii) any successor (by operation of law or otherwise) of an entity
identified in clauses (i) or (ii) of this definition so long as such successor
remains an Affiliate of an entity identified in clause (i) or (ii),

   (iv) any entity controlled by two or more entities identified in clauses
(i) through (iii) of this definition or this clause (iv) even if such entity
is not considered an Affiliate of any individual entity so identified and

   (v) for purposes of ARTICLE SIXTH, Section 7.5(b) only, with respect to any
Transfer of shares of Series 2 PCS Stock, the transferee of such shares if (A)
at the time of such Transfer, the transferor was a Cable Holder under any of
the clauses (i) through (iv) of this definition, (B) after giving effect to
such Transfer, the transferee was an Associate of the transferor, (C)
immediately prior to such Transfer, the transferee was identified in writing
by the transferor as a "Cable Holder" under this clause (v), and (D) the
transferor and transferee satisfied the conditions set forth in Section 2.4 of
the applicable Cable Holder Standstill Agreements.

   "Cable Holder Standstill Agreements" means the Standstill Agreements, dated
as of May 26, 1998, entered into between this Corporation and each of certain
Cable Holders, and any Standstill Agreements in the form thereof entered into
from time to time between this Corporation and certain transferee Affiliates
and Associates of such Cable Holders.

   "Cellular and Wireless Division" means the former Cellular and Wireless
Communications Services Division of this Corporation.

   "Change of Control" means a:

   (a) decision by the Board of Directors to sell Control of this Corporation
or not to oppose a third party tender offer for Voting Securities of this
Corporation representing more than 35% of the Voting Power of this
Corporation; or

   (b) change in the identity of a majority of the Directors due to (i) a
proxy contest (or the threat to engage in a proxy contest) or the election of
Directors by the holders of Preferred Stock; or (ii) any unsolicited tender,
exchange or other purchase offer which has not been approved by a majority of
the Independent Directors,

provided that a Strategic Merger shall not be deemed to be a Change of Control
and provided, further, that any transaction between this Corporation and FT
and DT or otherwise involving FT and DT and any of their direct or indirect
Subsidiaries which are party to a Contract therefor shall not be deemed to be
a Change of Control.

   "Class A Action" means action by the holders of a majority of the Votes
represented by the Class A Stock taken by a vote at either a regular or
special meeting of the stockholders of this Corporation or of the holders of
the Class A Stock or by written consent delivered to the Secretary of this
Corporation.

   "Class A Common Stock" means the Old Class A Common Stock and the Class A
Common Stock--Series DT.

   "Class A Common Stock--Series DT" has the meaning set forth in the
"Designation" column in Section 1 of ARTICLE SIXTH.

                                     8-52
<PAGE>

   "Class A FON Shares" means, with respect to FT, shares of Series 3 FON
Stock and the Number Of Shares Issuable With Respect To The Old Class A Equity
Interest In The FON Group, and, with respect to DT, shares of Series 3 FON
Stock and the Number Of Shares Issuable With Respect To The Class A--Series DT
Equity Interest In The FON Group.

   "Class A Holders" means (a) the holders of the Class A Stock, and (b) any
Qualified Stock Purchaser who has executed with this Corporation a Qualified
Stock Purchaser Assumption Agreement (as such term is defined in the
Stockholders' Agreement), for so long as such Person holds Class A Stock.

   "Class A PCS Shares" means, with respect to FT, shares of Series 3 PCS
Stock and the Number Of Shares Issuable With Respect To The Old Class A Equity
Interest In The PCS Group and, with respect to DT, shares of Series 3 PCS
Stock and the Number Of Shares Issuable With Respect To The Class A--Series DT
Equity Interest In The PCS Group.

   "Class A Provisions" means Section 5 (but only with respect to those
provisions addressing the Class A Stock), Section 6 (but only with respect to
those provisions addressing the Class A Stock), Section 8, Section 9 (but only
with respect to those provisions addressing the Class A Stock), Section 10,
Section 11 and Section 12 of ARTICLE SIXTH.

   "Class A--Series DT FON Vote Per Share" means, on any date, a number equal
to X/Y, where "X" equals the Number Of Shares Issuable With Respect To The
Class A--Series DT Equity Interest In The FON Group and "Y" equals the
aggregate number of outstanding shares of Class A Common Stock--Series DT.

   "Class A--Series DT PCS Interest Fraction," as of any date, means the
fraction the numerator of which shall be the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The PCS Group on such
date and the denominator of which shall be the sum of (i) the number of shares
of PCS Stock outstanding on such date, (ii) the Number Of Shares Issuable With
Respect To The FON Group Intergroup Interest on such date, (iii) the Number Of
Shares Issuable With Respect To The Old Class A Equity Interest In The PCS
Group on such date and (iv) the Number Of Shares Issuable With Respect To The
Class A--Series DT Equity Interest In The PCS Group on such date.

   "Class A--Series DT PCS Vote Per Share" means, on any date, a number equal
to (X/Y) x Z, where "X" equals the Number Of Shares Issuable With Respect To
The Class A--Series DT Equity Interest In The PCS Group, "Y" equals the
aggregate number of outstanding shares of Class A Common Stock--Series DT and
"Z" equals, in the case of ARTICLE SIXTH, Section 3.2(d), one, and in all
other cases, the applicable PCS Per Share Vote on such date.

   "Class A Stock" means the Class A Common Stock, the Series 3 FON Stock and
the Series 3 PCS Stock.

   "Closing Price" means, with respect to a security on any day, the last sale
price, regular way, or in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on The New York Stock
Exchange, Inc. or, if such security is not listed or admitted to trading on
such exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which the security is listed or admitted to trading or, if the
security is not listed or admitted to trading on any national securities
exchange, the last quoted sale price or, if not so quoted, the average of the
high bid and low asked prices in the over-the-counter market, as reported by
the National Association of Securities Dealers, Inc. Automated Quotations
System or such other system then in use, or, if on any such date such security
is not quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in
the security selected in good faith by the Board of Directors. If the security
is not publicly held or so listed or publicly traded, "Closing Price" means
the Fair Market Value of such security.

                                     8-53
<PAGE>

   "Committed Percentage" means, as to any Class A Holder, the percentage
obtained by dividing the aggregate number of Votes represented or to be
represented by the Voting Securities of this Corporation (a) owned of record by
such Class A Holder or by its nominees; and (b) which such Class A Holder has
committed to this Corporation to purchase pursuant to Article V of the
Stockholders Agreement, by the sum of (i) the Voting Power of this Corporation,
and (ii) the Votes to be represented by any Voting Securities of this
Corporation such Class A Holder has committed to this Corporation to purchase
from this Corporation pursuant to Article V of the Stockholders' Agreement.

   "Continuing Director" has the meaning set forth in the Fair Price
Provisions.

   "Contract" means any loan or credit agreement, note, bond, indenture,
mortgage, deed of trust, lease, franchise, contract, or other agreement,
obligation, instrument or binding commitment of any nature.

   "Control" means, with respect to a Person or Group, any of the following:

   (a) ownership by such Person or Group of Votes entitling it to exercise in
the aggregate more than 35 percent of the Voting Power of the entity in
question; or

   (b) possession by such Person or Group of the power, directly or indirectly,
(i) to elect a majority of the board of directors (or equivalent governing
body) of the entity in question; or (ii) to direct or cause the direction of
the management and policies of or with respect to the entity in question,
whether through ownership of securities, by contract or otherwise.

   "Conversion Date" means the date fixed by the Board of Directors as the
effective date for the conversion of shares of PCS Stock into shares of FON
Stock (and Shares Issuable With Respect To The Class A Equity Interest In The
PCS Group into Shares Issuable With Respect To The Class A Equity Interest In
The FON Group) as shall be set forth in the notice to holders of shares of PCS
Stock and to holders of any Convertible Securities that are convertible into or
exchangeable or exercisable for shares of PCS Stock required pursuant to
Section 7.4(E).

   "Conversion Time" has the meaning set forth in Section 8.5(j) of ARTICLE
SIXTH.

   "Converted Series Shares" has the meaning set forth in Section 7.5(c) of
ARTICLE SIXTH.

   "Converted Shares" has the meaning set forth in Section 8.5(j) of ARTICLE
SIXTH.

   "Converted Votes" means, on any particular day, (i) in the case of a share
of Series 2 PCS Stock, the applicable PCS Per Share Vote a share of Series 1
PCS Stock would have had if the computation described in Section 3.2(a)(iii)
had occurred on such day and (ii) in the case of a share of Series 2 FON Stock,
one vote per share.

   "Convertible Securities" at any time means any securities of the Corporation
or of any subsidiary thereof (other than shares of Corporation Common Stock),
including warrants and options, outstanding at such time that by their terms
are convertible into or exchangeable or exercisable for or evidence the right
to acquire any shares of any class or series of Corporation Common Stock,
whether convertible, exchangeable or exercisable at such time or a later time
or only upon the occurrence of certain events, pursuant to antidilution
provisions of such securities or otherwise.

   "Corporation Common Stock" means the Series 1 FON Stock, the Series 2 FON
Stock, the Series 3 FON Stock, the Class A Common Stock, the Series 1 PCS
Stock, the Series 2 PCS Stock and the Series 3 PCS Stock.

   "Corporation Joint Venture Termination" means any of the following:

   (a) the sale of Venture Interests by a Sprint Party pursuant to Section
20.5(a) of the Joint Venture Agreement; or

                                      8-54
<PAGE>

   (b) the receipt by the FT/DT Parties of the Tie-Breaking Vote due to a
Funding Default, Material Non-Funding Default or Bankruptcy (as such terms are
defined in the Joint Venture Agreement) on the part of any of the Sprint
Parties.

   "Director" means a member of the Board of Directors.

   "Disposition" means a sale, transfer, assignment or other disposition
(whether by merger, consolidation, sale or contribution of assets or stock or
otherwise) of properties or assets.

   "DT" means Deutsche Telekom AG, an Aktiengesellschaft formed under the laws
of Germany.

   "ESMR" means any commercial mobile radio service, and the resale of such
service, of the type authorized under the rules for Specialized Mobile Radio
Services designated under Subpart S of Part 90 of the FCC's rules or similar
Applicable Laws of any other country in effect on the date hereof, including
the networking, marketing, distribution, sales, customer interface and
operations functions relating thereto.

   "Europe" means the current geographic area covered by the following
countries and territories located on the European continent, plus, in the case
of France, its territories and possessions located outside the European
continent: Albania, Andorra, Austria, Belgium, Bosnia-Herzegovina, Bulgaria,
Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany,
Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein,
Lithuania, Luxembourg, Macedonia, Malta, Monaco, Montenegro, Netherlands,
Norway, Poland, Portugal, Romania, San Marino, Serbia, Slovakia, Slovenia,
Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom, and Vatican City.

   "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the United States Securities and Exchange
Commission promulgated thereunder.

   "Fair Market Value" means, with respect to any asset, shares or other
property, the cash price at which a willing seller would sell and a willing
buyer would buy such asset, shares or other property in an arm's-length
negotiated transaction without undue time restraints, as determined in good
faith by a majority of the Independent Directors.

   "Fair Price Condition" has the meaning set forth in Section 2.2 of ARTICLE
SIXTH.

   "Fair Price Provisions" means ARTICLE SEVENTH of these Articles of
Incorporation, and any successor provision thereto.

   "Fair Value" means, in the case of equity securities or debt securities of a
class that has previously been Publicly Traded for a period of at least 15
months, the Market Value thereof (if such value, as so defined, can be
determined) or, in the case of an equity security or debt security that has not
been Publicly Traded for at least such period, means the fair value per share
of stock or per other unit of such other security, on a fully distributed
basis, as determined by an independent investment banking firm experienced in
the valuation of securities selected in good faith by the Board of Directors;
provided, however, that in the case of property other than securities, the
"Fair Value" thereof shall be determined in good faith by the Board of
Directors based upon such appraisals or valuation reports of such independent
experts as the Board of Directors shall in good faith determine to be
appropriate in accordance with good business practice. Any such determination
of Fair Value shall be described in a statement filed with the records of the
actions of the Board of Directors.

   "FCC" means the Federal Communications Commission.

   "FON Group Intergroup Interest Fraction" as of any date means a fraction the
numerator of which is the Number Of Shares Issuable With Respect To The FON
Group Intergroup Interest on such date and the denominator of which is the sum
of (A) such Number Of Shares Issuable With Respect To The FON Group Intergroup
Interest, (B) the aggregate number of shares of PCS Stock outstanding on such
date, (iii) the

                                      8-55
<PAGE>

Number Of Shares Issuable With Respect To The Old Class A Equity Interest In
The PCS Group on such date and (iv) the Number Of Shares Issuable With Respect
To The Class A--Series DT Equity Interest In The PCS Group on such date. A
statement setting forth the FON Group Intergroup Interest Fraction as of the
record date for any dividend or distribution on the PCS Stock, as of the end of
each fiscal quarter of the Corporation and as of any date otherwise required
under these Articles of Incorporation or by the Board of Directors shall be
filed by the Secretary of the Corporation in the records of the Board of
Directors of the Corporation not later than fifteen Business Days after such
date.

   "FON Preferred Stock" means Preferred Stock to the extent attributed to the
Sprint FON Group in accordance with ARTICLE SIXTH, Section 13.

   "FON Stock" means the Series 1 FON Stock, the Series 2 FON Stock and the
Series 3 FON Stock.

   "France" means the Republic of France, including French Guiana, Guadeloupe,
Martinique and Reunion, and its territories and possessions.

   "FT" means France Telecom SA, a societe anonyme formed under the laws of
France.

   "FT/DT Joint Venture Termination" means any of the following:

   (a) the sale of Venture Interests by an FT/DT Party pursuant to Section
20.5(b), 20.5(c) or 20.5(d) of the Joint Venture Agreement; or

   (b) the receipt by the Sprint Parties of the Tie-Breaking Vote due to a
Funding Default, Material Non-Funding Default or Bankruptcy (as such terms are
defined in the Joint Venture Agreement) on the part of any of the FT/DT
Parties. "FT/DT Party" has the meaning set forth in the Joint Venture
Agreement.

   "FT/DT Restructuring Agreement" means the Master Restructuring and
Investment Agreement, dated as of May 26, 1998, among FT, DT and this
Corporation, as amended or supplemented from time to time.

   "Germany" means the Federal Republic of Germany.

   "Governmental Authority" means any federation, nation, state, sovereign, or
government, any federal, supranational, regional, state or local political
subdivision, any governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body,
arbitration panel, commission or other similar dispute resolving panel or body,
and any other entity exercising executive, legislative, judicial, regulatory or
administrative functions of a government, provided that the term "Governmental
Authority" shall not include FT, DT, Atlas or any of their respective
Subsidiaries.

   "Group" means any group within the meaning of Section 13(d)(3) of the
Exchange Act.

   "Independent Director" means any member of the Board of Directors who (a) is
not an officer or employee of this Corporation, or any Class A Holder, or any
of their respective Subsidiaries, (b) is not a former officer of this
Corporation, or any Class A Holder, or any of their respective Subsidiaries,
(c) does not, in addition to such person's role as a Director, act on a regular
basis, either individually or as a member or representative of an organization,
serving as a professional adviser, legal counsel or consultant to this
Corporation, or any Class A Holder, or their respective Subsidiaries, if, in
the opinion of the Nominating Committee of the Board of Directors of this
Corporation (the "Nominating Committee") or the Board of Directors if a
Nominating Committee is not in existence, such relationship is material to this
Corporation, any Class A Holder, or the organization so represented or such
person, and (d) does not represent, and is not a member of the immediate family
of, a person who would not satisfy the requirements of the preceding clauses
(a), (b) and (c) of this sentence. A person who has been or is a partner,
officer or director of an organization that has customary commercial,
industrial, banking or underwriting relationships with this Corporation, any
Class A Holder, or any of their respective Subsidiaries, that are carried on in
the ordinary course of business on

                                      8-56
<PAGE>

an arms-length basis and who otherwise satisfies the requirements set forth in
clauses (a), (b), (c) and (d) of the first sentence of this definition, may
qualify as an Independent Director, unless, in the opinion of the Nominating
Committee or the Board of Directors if a Nominating Committee is not in
existence, such person is not independent of the management of this
Corporation, or any Class A Holder, or any of their respective Subsidiaries,
or the relationship would interfere with the exercise of independent judgment
as a member of the Board of Directors. A person who otherwise satisfies the
requirements set forth in clauses (a), (b), (c) and (d) of the first sentence
of this definition and who, in addition to fulfilling the customary director's
role, also provides additional services directly for the Board of Directors
and is separately compensated therefor, would nonetheless qualify as an
Independent Director. Notwithstanding anything to the contrary contained in
this definition, each Director as of the date of the filing of these Articles
of Incorporation who is not an executive officer of this Corporation shall be
deemed to be an Independent Director hereunder.

   "Investment Agreement" means the Investment Agreement, dated as of July 31,
1995, among FT, DT and this Corporation (and all exhibits and schedules
thereto), as amended or supplemented from time to time.

   "Investment Documents" means the FT/DT Restructuring Agreement and the
Stockholders' Agreement.

   "Joint Venture" means the joint venture formed by FT, DT, this Corporation
and Sprint Sub, as provided in the Joint Venture Agreement.

   "Joint Venture Agreement" means the Joint Venture Agreement, dated as of
June 22, 1995 among FT, DT, Sprint Sub, and this Corporation, as amended or
supplemented from time to time.

   "JV Entity" has the meaning set forth in the Joint Venture Agreement.

   "Lien" means any mortgage, pledge, security interest, adverse claim,
encumbrance, lien (statutory or otherwise) or charge of any kind (including
any agreement to give any of the foregoing, any conditional sale or other
title retention agreement, any lease in the nature thereof, and the filing of
or agreement to give any financing statement under the Uniform Commercial Code
or similar Applicable Law of any jurisdiction) or any other type of
preferential arrangement for the purpose, or having the effect, of protecting
a creditor against loss or securing the payment or performance of an
obligation.

   "Lien Transfer" means the granting of any Lien on any Long Distance Asset,
other than:

   (a) a Lien securing purchase money indebtedness that does not have a term
longer than the estimated useful life of such Long Distance Asset;

   (b) Liens or other comparable arrangements relating to the financing of
accounts receivable; and

   (c) Liens securing any other indebtedness for borrowed money, provided that
(i) the amount of such indebtedness, when added to the aggregate amount of
purchase money indebtedness referred to in clause (a) above, does not exceed
30% of the total book value of the Long Distance Assets as at the date of the
most recently published balance sheet of this Corporation, (ii) the
indebtedness secured by such Liens is secured only by Liens on Long Distance
Assets, (iii) the face amount of such indebtedness does not exceed the book
value of the Long Distance Assets subject to such Liens, and (iv) such
indebtedness is for a term no longer than the estimated useful life of the
Long Distance Assets subject to such Liens.

   "Local Exchange Division" means the Local Communications Services Division
of this Corporation.

   "Long Distance Assets" means:

   (a) the assets reflected in this Corporation's balance sheet for the year
ended December 31, 1994 as included in the Long Distance Division;

                                     8-57
<PAGE>

   (b) any assets acquired by this Corporation or any of its Subsidiaries
following December 31, 1994 that are reflected in this Corporation's balance
sheet as included in the Long Distance Division;

   (c) any assets of this Corporation or any of its Subsidiaries that are not
reflected in this Corporation's balance sheet for the year ended December 31,
1994 as included in the Long Distance Division, which after December 31, 1994
are transferred by this Corporation or any of its Subsidiaries to, or
reclassified by this Corporation or any of its Subsidiaries as part of, the
Long Distance Division;

   (d) any assets acquired by this Corporation after December 31, 1994 that are
used or held for use primarily for the benefit of the Long Distance Business;
and

   (e) any assets referred to in clauses (a) through (c) above that are used or
held for use primarily for the benefit of the Long Distance Business which are
transferred or reclassified by this Corporation or any of its Subsidiaries
outside of the Long Distance Division, but which continue to be owned by this
Corporation or any of its Subsidiaries;

provided that the term "Long Distance Assets" shall not include (i) any assets
that are used or held for use primarily for the benefit of any Non-Long
Distance Business, or (ii) any other assets reflected in this Corporation's
balance sheet for the year ended December 31, 1994 as included in the Cellular
and Wireless Division or the Local Exchange Division (other than as such assets
in the Cellular and Wireless Division or the Local Exchange Division may be
transferred or reclassified in accordance with paragraph (c) of this
definition).

   "Long Distance Business" means all long distance telecommunications
activities and services of this Corporation and its Subsidiaries at the
relevant time, including (but not limited to) all long distance transport
services, switching and value-added services for voice, data, video and
multimedia transmission, migration paths and intelligent overlapping
architectures, provided that the term "Long Distance Business" shall not
include any activities or services primarily related to any Non-Long Distance
Business.

   "Long Distance Division" means the Long Distance Communications Services
Division of this Corporation.

   "Major Competitor" means (a) with respect to this Corporation, a Person that
materially competes with a major portion of the telecommunications services
business of this Corporation in North America, or a Person that has taken
substantial steps to become such a Major Competitor and which this Corporation
has reasonably concluded, in its good faith judgment, will be such a competitor
in the near future in the United States of America provided that this
Corporation furnish in writing to each Class A Holder reasonable evidence of
the occurrence of such steps; and (b) with respect to the Joint Venture, a
Person that materially competes with a major portion of the telecommunications
services business of the Joint Venture, or a Person that has taken substantial
steps to become such a Major Competitor and which FT, DT or this Corporation
has reasonably concluded, in its good faith judgment, will be such a competitor
in the near future, provided that FT, DT or this Corporation furnish in writing
to the other two of them reasonable evidence of the occurrence of such steps.

   "Major Issuance" means any transaction, including, but not limited to, a
merger or business combination, resulting, directly or indirectly, in the
issuance (or sale from treasury) in connection with such transaction of Voting
Securities of this Corporation with a number of Votes equal to or greater than
30 percent of the Voting Power of this Corporation immediately prior to such
issuance.

   "Market Capitalization" means, with respect to this Corporation at any date,
the sum of the average Market Price over the immediately preceding 20 Business
Days of each share of outstanding capital stock of this Corporation, securities
convertible into such capital stock and options, warrants or other rights to
acquire such capital stock.

   "Market Price" means with respect to a security on any date, the Closing
Price of such security on the Trading Day immediately prior to such date. The
Market Price shall be deemed to be equal to, (i) in the case of

                                      8-58
<PAGE>

a share of Series 3 FON Stock or Series 2 FON Stock, as the case may be, the
Market Price of a share of Series 1 FON Stock and (ii) in the case of a share
of Series 3 PCS Stock or Series 2 PCS Stock, as the case may be, the Market
Price of a share of Series 1 PCS Stock. The Market Price of (x) any options,
warrants, rights or other securities convertible into or exercisable for Series
3 FON Stock or Series 2 FON Stock shall be equal to the Market Price of
options, warrants, rights or other securities convertible into or exercisable
for Series 1 FON Stock upon the same terms and otherwise containing the same
terms as such options, warrants, rights or other securities convertible into or
exercisable for Series 3 FON Stock or Series 2 FON Stock, as the case may be,
and (y) any options, warrants, rights or other securities convertible into or
exercisable for Series 3 PCS Stock or Series 2 PCS Stock, as the case may be,
shall be equal to the Market Price of options, warrants, rights or other
securities convertible into or exercisable for Series 1 PCS Stock upon the same
terms and otherwise containing the same terms as such options, warrants, rights
or other securities convertible into or exercisable for Series 3 PCS Stock or
Series 2 PCS Stock, as the case may be.

   "Market Value" of a share of any class or series of capital stock of the
Corporation on any day means the average of the high and low reported sales
prices regular way of a share of such class or series on such day (if such day
is a Trading Day, and if such day is not a Trading Day, on the Trading Day
immediately preceding such day) or, in case no such reported sale takes place
on such Trading Day, the average of the reported closing bid and asked prices
regular way of a share of such class or series on such Trading Day, in either
case as reported on the New York Stock Exchange Composite Tape or, if the
shares of such class or series are not listed or admitted to trading on such
Exchange on such Trading Day, on the principal national securities exchange in
the United States on which the shares of such class or series are listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange on such Trading Day, on the National Market tier of The
Nasdaq Stock Market or, if the shares of such class or series are not listed or
admitted to trading on any national securities exchange or quoted on such
National Market System on such Trading Day, the average of the closing bid and
asked prices of a share of such class or series in the over-the-counter market
on such Trading Day as furnished by any New York Stock Exchange member firm
selected from time to time by the Board of Directors or, if such closing bid
and asked prices are not made available by any such New York Stock Exchange
member firm on such Trading Day, the Fair Value of a share of such class or
series; provided that, for purposes of determining the Market Value of a share
of any class or series of capital stock for any period,

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

   (ii) the "Market Value" of any share of capital stock on any day prior to
(A) the effective date of any subdivision (by stock split or otherwise) or
combination (by reverse stock split or otherwise) of outstanding shares of such
class of capital stock occurring during such period or (B) any "ex-dividend"
date or any similar date occurring during such period for any dividend or
distribution with respect to such capital stock to be made in shares of such
class or series of capital stock or Convertible Securities that are
convertible, exchangeable or exercisable for such class or series of capital
stock shall be appropriately adjusted, as determined by the Board of Directors,
to reflect such subdivision, combination, dividend or distribution.

   "Master Transfer Agreement" means the Master Transfer Agreement, dated as of
January 21, 2000, between and among the Corporation, FT, DT and the other
parties named therein.

   "Net Proceeds" means, as of any date with respect to any Disposition of any
of the properties and assets attributed to the PCS Group, an amount, if any,
equal to what remains of the gross proceeds of such Disposition after payment
of, or reasonable provision is made as determined by the Board of Directors
for, (A) any taxes payable by the Corporation (or which would have been payable
but for the utilization of tax benefits attributable to the Sprint FON Group)
in respect of such Disposition or in respect of any resulting dividend or
redemption pursuant to ARTICLE SIXTH, Section 7.1(A)(1)(a) or (b), (B) any
transaction costs, including,

                                      8-59
<PAGE>

without limitation, any legal, investment banking and accounting fees and
expenses and (C) any liabilities (contingent or otherwise) of or attributed to
the PCS Group, including, without limitation, any liabilities for deferred
taxes or any indemnity or guarantee obligations of the Corporation incurred in
connection with the Disposition or otherwise, and any liabilities for future
purchase price adjustments and any preferential amounts plus any accumulated
and unpaid dividends in respect of Preferred Stock attributed to the PCS Group.
For purposes of this definition, any properties and assets attributed to the
PCS Group remaining after such Disposition shall constitute "reasonable
provision" for such amount of taxes, costs and liabilities (contingent or
otherwise) as the Board of Directors determines can be expected to be supported
by such properties and assets.

   "Non-Class A Common Stock" means the Series 1 FON Stock, the Series 2 FON
Stock, the Series 1 PCS Stock and the Series 2 PCS Stock.

   "Non-Long Distance Business" means (a) the ownership of any equity or other
interests in the Joint Venture or any of the JV Entities; the enforcement or
performance of any of the rights or obligations of this Corporation or any
Subsidiary of this Corporation pursuant to the Joint Venture Agreement; or any
activities or services of the Joint Venture or any of the JV Entities; (b) the
interests, assets, properties and businesses attributed to the PCS Group in
accordance with this Section 10; (c) any activities or services primarily
related to the provision of subscriber connections to a local exchange or
switch providing access to the public switched telephone network; (d) any
activities or services primarily related to the provision of exchange access
services for the purpose of originating or terminating long distance
telecommunications services; (e) any activities or services primarily related
to the resale by the Local Exchange Division of long distance
telecommunications services of this Corporation or other carriers; (f) any
activities or services primarily related to the provision of inter-LATA long
distance telecommunications services that are incidental to the local exchange
services business of the Local Exchange Division; (g) any activities or
services primarily related to the provision of intra-LATA long distance
telecommunications services; (h) any activities or services (whether local,
intra-LATA or inter-LATA) primarily related to the provision of cellular, PCS,
ESMR or paging services, mobile telecommunications services or any other voice,
data or voice/data wireless services, whether fixed or mobile, or related to
telecommunications services provided through communications satellite systems
(whether low, medium or high orbit systems); and (i) the use of the "Sprint"
brand name or any other brand names, trade names or trademarks owned or
licensed by this Corporation or any of its Subsidiaries.

   "North America" means the current geographic area covered by the following
countries: Canada, Mexico and the United States of America.

   "Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The FON Group" means, as of November 23, 1998, a number equal to
the aggregate number of outstanding shares of Class A Common Stock--Series DT
as of November 23, 1998; provided, however, that such number shall from time to
time thereafter be:

   (A) adjusted, on an equivalent Per Class A FON Share Basis, to reflect any
subdivision (by stock split or otherwise) or combination (by reverse stock
split or otherwise) of the FON Stock or any reclassification of FON Stock; and

   (B) decreased (but to not less than zero), if before such decrease such
number is greater than zero, by the number of shares of Series 1 FON Stock or
Series 3 FON Stock issued in accordance with ARTICLE SIXTH, Section 1.2(d) or
ARTICLE SIXTH, Section 8.3(a) (by virtue of reference to ARTICLE SIXTH, Section
1.2(d)) and any reduction required to reflect the redemption of Shares Issuable
With Respect To The Class A Equity Interest In The FON Group pursuant to
Section 2.2 to the extent allocated to shares of Class A Common Stock--Series
DT; and

   (C) adjusted by the Board of Directors to properly reflect any other
necessary changes on an equivalent Per Class A FON Share Basis.

                                      8-60
<PAGE>

   "Number Of Shares Issuable With Respect To The Class A--Series DT Equity
Interest In The PCS Group" means, as of November 23, 1998, a number (rounded up
to the nearest whole share) equal to one-half of the aggregate number of
outstanding shares of Class A Common Stock--Series DT as of November 23, 1998;
provided, however, that such number shall from time to time thereafter be:

   (A) adjusted, on an equivalent Per Class A PCS Share Basis, to reflect any
subdivision (by stock split or otherwise) or combination (by reverse stock
split or otherwise) of the PCS Stock or any reclassification of PCS Stock; and

   (B) decreased (but to not less than zero), if before such decrease such
number is greater than zero, by action of the Board of Directors by (1) the
amount of any payment made to the holders of Class A Common Stock--Series DT
pursuant to Section 7.1(B)(5) or Section 7.1(B)(6) divided by the corresponding
redemption price per share of PCS Stock pursuant to Section 7.1(A)(1)(b)(i) or
Section 7.1(A)(1)(b)(ii), (2) any reduction required to reflect the redemption
of Shares Issuable With Respect To The Class A Equity Interest In The PCS Group
pursuant to Section 2.2 to the extent allocated to shares of Class A Common
Stock--Series DT, (3) the amount necessary to reflect the conversion of some or
all of this number into a Number Of Shares Issuable With Respect To The Class
A--Series DT Equity Interest In The FON Group in accordance with Sections
7.1(B)(7), 7.1(C) and 7.1(D), and (4) the amount necessary to reflect the
redemption thereof in exchange for the issuance of shares of common stock of
the PCS Group Subsidiary in accordance with Section 7.2; and

   (C) decreased (but to not less than zero), if before such decrease such
number is greater than zero, by the number of shares of Series 1 PCS Stock or
Series 3 PCS Stock issued by the Corporation in accordance with ARTICLE SIXTH,
Section 1.2(d) or ARTICLE SIXTH, Section 8.3(a) (by virtue of reference to
ARTICLE SIXTH, Section 1.2(d)); and

   (D) adjusted by the Board of Directors to properly reflect any other
necessary changes on an equivalent Per Class A PCS Share Basis.

   "Number Of Shares Issuable With Respect To The FON Group Intergroup
Interest" means, as of November 23, 1998, a number equal to 220,000,000 less
the sum of (i) the Number Of Shares Issuable With Respect To The Old Class A
Common Equity Interest In The PCS Group, (ii) the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The PCS Group, (iii)
one-half of the number of shares of Common Stock, par value $2.50 per share,
outstanding immediately prior to November 23, 1998, and (iv) one-half of the
number of shares of Common Stock, par value $2.50 per share, held as treasury
shares by the Corporation immediately prior to November 23, 1998; provided,
however, that such number shall from time to time thereafter be:

   (A) adjusted, as determined by the Board of Directors to be appropriate to
reflect equitably any subdivision (by stock split or otherwise) or combination
(by reverse stock split or otherwise) of the PCS Stock or any dividend or other
distribution of shares of PCS Stock to holders of shares of PCS Stock or any
reclassification of PCS Stock;

   (B) decreased (but to not less than zero), if before such decrease such
number is greater than zero, by action of the Board of Directors by (1) the
number of shares of PCS Stock issued or sold by the Corporation that,
immediately prior to such issuance or sale, were included (as determined by the
Board of Directors pursuant to paragraph (C) of this definition) in the Number
Of Shares Issuable With Respect To The FON Group Intergroup Interest, (2) the
number of shares of PCS Stock issued upon conversion, exchange or exercise of
Convertible Securities that, immediately prior to the issuance or sale of such
Convertible Securities, were included in the Number Of Shares Issuable With
Respect To The FON Group Intergroup Interest, (3) the number of shares of PCS
Stock issued by the Corporation as a dividend or other distribution (including
in connection with any reclassification or exchange of shares) to holders of
FON Stock and Class A Common Stock (but only with respect to any Shares
Issuable With Respect To The Class A Equity Interest In The FON

                                      8-61
<PAGE>

Group) or shares of FON Preferred Stock, as the case may be, (4) the number of
shares of PCS Stock issued upon the conversion, exchange or exercise of any
Convertible Securities issued by the Corporation as a dividend or other
distribution (including in connection with any reclassification or exchange of
shares) to holders of FON Stock or Class A Common Stock (but only with respect
to any Shares Issuable With Respect To The Class A Equity Interest In The FON
Group) or shares of FON Preferred Stock, as the case may be, (5) the quotient
of (a) the aggregate Fair Value of any PCS Preferred Stock (or Convertible
Securities convertible into or exchangeable or exercisable for shares of PCS
Preferred Stock) issued by the Corporation as a dividend or other distribution
(including in connection with any classification or exchange of shares) to
holders of FON Stock, Class A Common Stock (but only with respect to any Shares
Issuable With Respect To The Class A Equity Interest In The FON Group), or
shares of FON Preferred Stock, as the case may be, divided by (b) the Market
Value of one share of PCS Stock as of the date of issuance of such PCS
Preferred Stock (or Convertible Securities), or (6) the number (rounded, if
necessary, to the nearest whole number) equal to the quotient of (a) the
aggregate Fair Value as of the date of contribution of properties or assets
(including cash) transferred from the PCS Group to the Sprint FON Group in
consideration for a reduction in the Number Of Shares Issuable With Respect To
The FON Group Intergroup Interest divided by (b) the Market Value of one share
of PCS Stock as of the date of such transfer; and

   (C) increased by (1) the number of outstanding shares of PCS Stock
repurchased by the Corporation for consideration that had been attributed to
the Sprint FON Group, (2) the number (rounded, if necessary, to the nearest
whole number) equal to the quotient of (a) the Fair Value of properties or
assets (including cash) theretofore attributed to the Sprint FON Group that are
contributed, by action of the Board of Directors, to the PCS Group in
consideration of an increase in the Number Of Shares Issuable With Respect To
The FON Group Intergroup Interest, divided by (b) the Market Value of one share
of PCS Stock as of the date of such contribution and (3) the number of shares
of PCS Stock into or for which Convertible Securities are deemed converted,
exchanged or exercised pursuant to the penultimate sentence of the definition
of "Sprint FON Group";

provided, further, that the Board of Directors may make such subsequent changes
to the calculations made pursuant to subparagraphs (A), (B) and (C) immediately
above as may be required for purposes of accurately determining such number.

   "Number Of Shares Issuable With Respect To The Old Class A Equity Interest
In The FON Group" means, as of November 23, 1998, a number equal to the
aggregate number of outstanding shares of Old Class A Common Stock as of
November 23, 1998; provided, however, that such number shall from time to time
thereafter be:

   (A) adjusted, on an equivalent Per Class A FON Share Basis, to reflect any
subdivision (by stock split or otherwise) or combination (by reverse stock
split or otherwise) of the FON Stock or any reclassification of FON Stock; and

   (B) decreased (but to not less than zero), if before such decrease such
number is greater than zero, by the number of Shares of Series 1 FON Stock or
Series 3 FON Stock issued in accordance with ARTICLE SIXTH, Section 1.2(c) or
ARTICLE SIXTH, Section 8.3(a) (by virtue of reference to ARTICLE SIXTH, Section
1.2(c)) and any reduction required to reflect the redemption of Shares Issuable
With Respect To The Class A Equity Interest In The FON Group pursuant to
Section 2.2 to the extent allocated to shares of Old Class A Common Stock; and

   (C) adjusted by the Board of Directors to properly reflect any other
necessary changes on an equivalent Per Class A FON Share Basis.

   "Number Of Shares Issuable With Respect To The Old Class A Equity Interest
In The PCS Group" means, as of November 23, 1998, a number (rounded up to the
nearest whole share) equal to one-half of the

                                      8-62
<PAGE>

aggregate number of outstanding shares of Old Class A Common Stock as of
November 23, 1998; provided, however, that such number shall from time to time
thereafter be:

   (A) adjusted, on an equivalent Per Class A PCS Share Basis, to reflect any
subdivision (by stock split or otherwise) or combination (by reverse stock
split or otherwise) of the PCS Stock or any reclassification of PCS Stock; and

   (B) decreased (but to not less than zero), if before such decrease such
number is greater than zero, by action of the Board of Directors by (1) the
amount of any payment made to the holders of Old Class A Common Stock pursuant
to Section 7.1(B)(5) or Section 7.1(B)(6) divided by the corresponding
redemption price per share of PCS Stock pursuant to Section 7.1(A)(1)(b)(i) or
Section 7.1(A)(1)(b)(ii), (2) any reduction required to reflect the redemption
of Shares Issuable With Respect To The Class A Equity Interest In The PCS Group
pursuant to Section 2.2 to the extent allocated to shares of Old Class A Common
Stock, (3) the amount necessary to reflect the conversion of some or all of
this number into a Number Of Shares Issuable With Respect To The Old Class A
Equity Interest In The FON Group in accordance with Sections 7.1(B)(7), 7.1(C)
and 7.1(D), and (4) the amount necessary to reflect the redemption thereof in
exchange for the issuance of shares of common stock of the PCS Group Subsidiary
in accordance with Section 7.2; and

   (C) decreased (but to not less than zero), if before such decrease such
number is greater than zero, by the number of shares of Series 1 PCS Stock or
Series 3 PCS Stock issued by the Corporation in accordance with ARTICLE SIXTH,
Section 1.2(c) or ARTICLE SIXTH, Section 8.3(a) (by virtue of reference to
ARTICLE SIXTH, Section 1.2(c)); and

   (D) adjusted by the Board of Directors to properly reflect any other
necessary changes on an equivalent Per Class A PCS Share Basis.

   "Old Class A Common Stock" has the meaning set forth in the "Designation"
column in Section 1 of ARTICLE SIXTH.

   "Old Class A FON Vote Per Share" means, on any date, a number equal to
X / Y, where "X" equals the Number Of Shares Issuable With Respect To The Old
Class A Equity Interest In The FON Group and "Y" equals the aggregate number of
outstanding shares of Old Class A Common Stock.

   "Old Class A PCS Interest Fraction," as of any date, means the fraction the
numerator of which shall be the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The PCS Group on such date and the denominator
of which shall be the sum of (i) the number of shares of PCS Stock outstanding
on such date, (ii) the Number Of Shares Issuable With Respect To The FON Group
Intergroup Interest on such date, (iii) the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The PCS Group on such date and
(iv) the Number Of Shares Issuable With Respect To The Class A--Series DT
Equity Interest In The PCS Group on such date.

   "Old Class A PCS Vote Per Share" means, on any date, a number equal to
(X / Y) x Z, where "X" equals the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The PCS Group, "Y" equals the aggregate number
of outstanding shares of Old Class A Common Stock and "Z" equals, in the case
of ARTICLE SIXTH, Section 3.2(d), one, and in all other cases, the applicable
PCS Per Share Vote on such date.

   "Optional Conversion Ratio" as of any date means the ratio of the Average
Trading Price of a share of Series 1 PCS Stock to the Average Trading Price of
a share of Series 1 FON Stock; provided, that such ratio would be determined
over a 60-Trading Day period if the 20-Trading Day period normally used to
determine the Average Trading Price is less than 90% of such ratio as
determined over a 60-Trading Day period.

   "Outstanding PCS Fraction," as of any date, means the fraction the numerator
of which shall be the number of shares of PCS Stock outstanding on such date
and the denominator of which shall be the sum of

                                      8-63
<PAGE>

(i) the number of shares of PCS Stock outstanding on such date, (ii) the Number
Of Shares Issuable With Respect To The FON Group Intergroup Interest on such
date, (iii) the Number Of Shares Issuable With Respect To The Old Class A
Equity Interest In The PCS Group on such date and (iv) the Number Of Shares
Issuable With Respect To The Class A--Series DT Equity Interest In The PCS
Group on such date. A statement setting forth the Outstanding PCS Fraction as
of the record date for the payment of any dividend or distribution on PCS Stock
and as of the end of each fiscal quarter of the Corporation shall be filed by
the Secretary of the Corporation in the records of the actions of the Board of
Directors not later than fifteen Business Days after such date.

   "PCS" means a radio communications system of the type authorized under the
rules for broadband personal communications services designated as Subpart E of
Part 24 of the FCC's rules or similar Applicable Laws of any other country,
including the network, marketing, distribution, sales, customer interface and
operations functions relating thereto.

   "PCS Group" means, as of any date from and after November 23, 1998:

   (A) the interest on such date of the Corporation and any of its subsidiaries
in any of the following Persons or any of their respective subsidiaries
(including any successor thereto by merger, consolidation or sale of all or
substantially all of its assets, whether or not in connection with a Related
Business Transaction) (the "PCS Group Companies") and the corresponding
interests in their respective assets and liabilities and the businesses
conducted by such entities: SWV Six, Inc.; SWV One, Inc.; SWV Two, Inc.; SWV
Three, Inc.; SWV Four, Inc.; SWV Seven, Inc.; SWV Eight, Inc.; SWV One
Telephony Partnership; SWV Two Telephony Partnership; SWV Three Telephony
Partnership; Sprint Enterprises, L.P.; MinorCo, L.P.; Sprint Spectrum Holding
Company, L.P.; American PCS, L.P.; Cox Communications PCS, L.P.; NewTelco,
L.P.; Sprint Spectrum L.P.; American Personal Communications Holdings, Inc.;
American PCS Communications, LLC; APC PCS, LLC; APC Realty and Equipment
Company, LLC; Sprint Spectrum Finance Corporation; Sprint Spectrum Equipment
Company, L.P.; Sprint Spectrum Realty Company, L.P.; WirelessCo, L.P.; SWV
Five, Inc.; PhillieCo Partners I, L.P.; PhillieCo Partners II, L.P.; PhillieCo
Sub, L.P.; PhillieCo., L.P.; PhillieCo Equipment & Realty Company, L.P.;
SprintCom, Inc.; SprintCom Equipment Company L.P.; PCS Leasing Co., L.P.; Cox
PCS Assets, L.L.C.; and Cox PCS License, L.L.C.;

   (B) all assets and liabilities of the Corporation and its subsidiaries
attributed by the Board of Directors to the PCS Group, whether or not such
assets or liabilities are or were also assets or liabilities of any of the PCS
Group Companies;

   (C) all properties and assets transferred to the PCS Group from the Sprint
FON Group (other than a transaction pursuant to paragraph (D) of this
definition) after November 23, 1998 pursuant to transactions in the ordinary
course of business of both the Sprint FON Group and the PCS Group or otherwise
as the Board of Directors may have directed as permitted by this ARTICLE SIXTH;

   (D) all properties and assets transferred to the PCS Group from the Sprint
FON Group in connection with an increase in the Number Of Shares Issuable With
Respect To The FON Group Intergroup Interest; and

   (E) the interest of the Corporation or any of its subsidiaries in any
business or asset acquired and any liabilities assumed by the Corporation or
any of its subsidiaries outside of the ordinary course of business and
attributed to the PCS Group, as determined by the Board of Directors as
contemplated by Section 9.1(A) of ARTICLE SIXTH; provided that

   (1) from and after the payment date of any dividend or other distribution
with respect to shares of PCS Stock (other than a dividend or other
distribution payable in shares of PCS Stock, with respect to which adjustment
shall be made as provided in the definition of "Number Of Shares Issuable In
Respect Of The FON Group Intergroup Interest," or in securities of the
Corporation attributed to the PCS Group, for which provision shall be made as
set forth in clause (2) of this proviso), the PCS Group shall no longer include
an amount of

                                      8-64
<PAGE>

assets or properties previously attributed to the PCS Group of the same kind as
so paid in such dividend or other distribution with respect of shares of PCS
Stock as have a Fair Value on the record date for such dividend or distribution
equal to the product of (a) the Fair Value on such record date of the aggregate
of such dividend or distribution to holders of shares of PCS Stock declared
multiplied by (b) a fraction the numerator of which is equal to the FON Group
Intergroup Interest Fraction in effect on the record date for such dividend or
distribution and the denominator of which is equal to the Outstanding PCS
Fraction in effect on the record date for such dividend or distribution (and in
such eventuality such assets as are no longer included in the PCS Group shall
be attributed to the Sprint FON Group in accordance with the definition of
"Sprint FON Group"), and

   (2) if the Corporation shall pay a dividend or make some other distribution
with respect to shares of PCS Stock payable in securities of the Corporation
that are attributed to the PCS Group for purposes of this ARTICLE SIXTH (other
than PCS Stock), there shall be excluded from the PCS Group an interest in the
PCS Group equivalent to the number or amount of such securities that is equal
to the product of the number or amount of securities so distributed to holders
of PCS Stock multiplied by the fraction specified in clause 1(b) of this
proviso (determined as of the record date for such distribution) (and such
interest in the PCS Group shall be attributed to the Sprint FON Group) and, to
the extent interest is or dividends are paid on the securities so distributed,
the PCS Group shall no longer include a corresponding ratable amount of the
kind of assets paid as such interest or dividends as would have been paid in
respect of the securities equivalent to such interest in the PCS Group deemed
held by the Sprint FON Group if the securities equivalent to such interest were
outstanding (and in such eventuality such assets as are no longer included in
the PCS Group shall be attributed to the Sprint FON Group in accordance with
the definition of "Sprint FON Group").

The Corporation may also, to the extent a dividend or distribution on the PCS
Stock has been paid in Convertible Securities that are convertible into or
exchangeable or exercisable for PCS Stock, cause such Convertible Securities as
are deemed to be held by the Sprint FON Group in accordance with the third-to-
last sentence of the definition of "Sprint FON Group" and clause (2) of the
proviso to the immediately preceding sentence to be deemed to be converted,
exchanged or exercised as provided in the penultimate sentence of the
definition of "Sprint FON Group," in which case such Convertible Securities
shall no longer be deemed to be held by the Sprint FON Group.

   "PCS Group Disposition Date" has the meaning set forth in Section 7.1(A) of
ARTICLE SIXTH.

   "PCS Group Subsidiary" has the meaning set forth in Section 7.2 of ARTICLE
SIXTH.

   "PCS Per Share Vote" has the meaning set forth in Section 3.2 of ARTICLE
SIXTH.

   "PCS Preferred Stock" means Preferred Stock to the extent attributed to the
PCS Group in accordance with ARTICLE SIXTH, Section 13.

   "PCS Ratio" means the ratio of the Average Trading Price of one share of
Series 1 PCS Stock to the Average Trading Price of one share of Series 1 FON
Stock determined, in each such case, as of the 21st Trading Day following the
commencement of regular way trading of both the Series 1 PCS Stock and the
Series 1 FON Stock.

   "PCS Stock" means the Series 1 PCS Stock, the Series 2 PCS Stock and the
Series 3 PCS Stock.

   "Per Class A FON Share Basis" means, with respect to Old Class A Common
Stock or Class A Common Stock--Series DT, an amount per share equal to (X/Y) x
Z, where "X" equals the Number Of Shares Issuable With Respect To The Old Class
A Equity Interest In The FON Group or the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The FON Group,
respectively, "Y" equals the number of shares outstanding of Old Class A Common
Stock or Class A Common Stock--Series

                                      8-65
<PAGE>

DT, respectively, and "Z" equals the per share number of votes or dividend
amount, redemption amount or other payment paid to the class or series of FON
Stock to which the Old Class A Common Stock or Class A Common Stock--Series DT
is being compared.

   "Per Class A PCS Share Basis" means, with respect to Old Class A Common
Stock or Class A Common Stock--Series DT, an amount per share equal to (X? Y)
x Z, where "X" equals the Number Of Shares Issuable With Respect To The Old
Class A Equity Interest In The PCS Group or the Number Of Shares Issuable With
Respect To The Class A--Series DT Equity Interest In The PCS Group,
respectively, "Y" equals the number of shares outstanding of Old Class A
Common Stock or Class A Common Stock--Series DT, respectively, and "Z" equals
the per share number of votes or dividend amount, redemption amount or other
payment paid to the class or series of PCS Stock to which the Old Class A
Common Stock or Class A Common Stock--Series DT is being compared.

   "Percentage Ownership Interest" means, with respect to any Person, that
percentage of the Voting Power of this Corporation represented by Votes
associated with the Voting Securities of this Corporation owned of record by
such Person or by its nominees.

   "Person" means an individual, a partnership, an association, a joint
venture, a corporation, a business, a trust, any entity organized or existing
under Applicable Law, an unincorporated organization or any Governmental
Authority.

   "Preferred Stock" has the meaning set forth in Section 1 of ARTICLE SIXTH.

   "Proceeding" means any action, litigation, suit, proceeding or formal
investigation or review of any nature, civil, criminal, regulatory or
otherwise, before any Governmental Authority.

   "Publicly Traded" with respect to any security means (i) registered under
Section 12 of the Securities Exchange Act of 1934, as amended (or any
successor provision of law), and (ii) listed for trading on the New York Stock
Exchange or the American Stock Exchange (or any national securities exchange
registered under Section 7 of the Securities Exchange Act of 1934, as amended
(or any successor provision of law), that is the successor to either such
exchange) or quoted in the National Association of Securities Dealers
Automation Quotation System (or any successor system).

   "Qualified Joint Venture" has the meaning set forth in Article I of the
Investment Agreement.

   "Qualified Stock Purchaser" means a Person that (a) FT and DT reasonably
believe has the legal and financial ability to purchase shares of Class A
Stock from this Corporation in accordance with Article VI of the Stockholders'
Agreement and (b) would not be a Major Competitor of this Corporation or of
the Joint Venture immediately following such purchase.

   "Qualified Stock Purchaser Standstill Agreement" has the meaning set forth
in the Standstill Agreement.

   "Qualified Subsidiary" has the meaning set forth in the Investment
Agreement.

   "Qualified Subsidiary Standstill Agreement" has the meaning set forth in
the Investment Agreement.

   "Recapitalization" means the reclassification of, among other things,
certain outstanding shares of Sprint capital stock to be effected pursuant to
the terms set forth in the Restructuring Agreement and the FT/DT Restructuring
Agreement.

   "Redemption Date" means the date fixed by the Board of Directors for the
redemption of (i) any shares of capital stock of this Corporation pursuant to
ARTICLE SIXTH, Section 2.2 or (ii) shares of PCS Stock as shall be set forth
in the notice to holders of shares of PCS Stock and to holders of any
Convertible Securities that are convertible into or exchangeable or
exercisable for shares of PCS Stock required pursuant to ARTICLE SIXTH,
Section 7.4.

                                     8-66
<PAGE>

   "Redemption Securities" means any debt or equity securities of this
Corporation, any of its Subsidiaries, 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 pursuant to
Section 2.2(b) of ARTICLE SIXTH of these Articles of Incorporation, in the
opinion of an investment banking firm of recognized national standing selected
by the Board of Directors (which may be a firm which provides other investment
banking, brokerage or other services to this Corporation), have a Market Price,
at the time notice of redemption is given pursuant to Section 2.2(d) of ARTICLE
SIXTH of these Articles of Incorporation, at least equal to the redemption
price required to be paid by such Section 2.2(a).

   "Reduced Par Value Amount" means, at any time and only with respect to
either the Old Class A Common Stock or the Class A Common Stock--Series DT
following an issuance of FON Stock and/or PCS Stock in accordance with ARTICLE
SIXTH, Sections 1.2(c), 1.2(d) or 8.3(a) the amount resulting from (X-Y) /Z,
where

   "X" equals Z times the par value per share of either the Old Class A Common
Stock or the Class A Common Stock--Series DT, as applicable, immediately prior
to an issuance of shares of FON Stock and/or PCS Stock in accordance with
ARTICLE SIXTH, Sections 1.2(c), 1.2(d) or 8.3(a),

   "Y" equals the number of shares of FON Stock and/or PCS Stock issued in
accordance with ARTICLE SIXTH, Sections 1.2(c), 1.2(d) or 8.3(a) times the par
value of such shares so issued, and

   "Z" equals the aggregate outstanding shares of Old Class A Common Stock or
the Class A Common Stock--Series DT, as applicable.

   "Registration Rights Agreement" means the Amended and Restated Registration
Rights Agreement, dated as of November 23, 1998, among FT, DT and this
Corporation, as amended from time to time and any replacement registration
rights agreement or agreements entered into pursuant to Section 5.16 of the
Master Transfer Agreement.

   "Related Business Transaction" means any Disposition of all or substantially
all the properties and assets attributed to the PCS Group in a transaction or
series of related transactions that result in the Corporation receiving in
consideration of such properties and assets primarily equity securities
(including, without limitation, capital stock, debt securities convertible into
or exchangeable for equity securities or interests in a general or limited
partnership or limited liability company, without regard to the voting power or
other management or governance rights associated therewith) of any entity which
(i) acquires such properties or assets or succeeds (by merger, formation of a
joint venture or otherwise) to the business conducted with such properties or
assets or controls such acquiror or successor and (ii) which the Board of
Directors determines is primarily engaged or proposes to engage primarily in
one or more businesses similar or complementary to the businesses conducted by
such Business Group prior to such Disposition.

   "Restructuring Agreement" means the Restructuring and Merger Agreement dated
as of May 26, 1998, by and among certain Cable Holders, this Corporation and
the other parties listed therein, as amended or supplemented from time to time.

   "Rights Agreement" means the Rights Agreement, dated as of November 23,
1998, between this Corporation and UMB Bank, N.A., as amended or supplemented
from time to time.

   "Section 310" means Section 310 of the Communications Act of 1934, as
amended (or any successor provision of law).

   "Series 1 FON Stock" has the meaning set forth in the "Designation" column
in Section 1 of ARTICLE SIXTH.

   "Series 1 PCS Stock" has the meaning set forth in the "Designation" column
in Section 1 of ARTICLE SIXTH.

                                      8-67
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   "Series 2 FON Stock" has the meaning set forth in the "Designation" column
in Section 1 of ARTICLE SIXTH.

   "Series 2 PCS Stock" has the meaning set forth in the "Designation" column
in Section 1 of ARTICLE SIXTH.

   "Series 3 FON Stock" has the meaning set forth in the "Designation" column
in Section 1 of ARTICLE SIXTH.

   "Series 3 PCS Stock" has the meaning set forth in the "Designation" column
in Section 1 of ARTICLE SIXTH.

   "Shares" means (a) shares of Class A Stock, Non-Class A Common Stock,
Preferred Stock or any other Voting Securities of this Corporation, (b)
securities of this Corporation convertible into Voting Securities of this
Corporation and (c) options, warrants or other rights to acquire such Voting
Securities, but in the case of clause (c) excluding any rights of the Class A
Holders or FT and DT to acquire Voting Securities of this Corporation pursuant
to the FT/DT Restructuring Agreement, the Purchase Rights Agreement (as defined
in the FT/DT Restructuring Agreement) and the Stockholders' Agreement (but not
excluding any Voting Securities received upon the exercise of such rights).

   "Shares Issuable With Respect To The Class A Equity Interest In The FON
Group" means, at any time, the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The FON Group and the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The FON Group.

   "Shares Issuable With Respect To The Class A Equity Interest In The PCS
Group" means, at any time, the Number Of Shares Issuable With Respect To The
Old Class A Equity Interest In The PCS Group and the Number Of Shares Issuable
With Respect To The Class A--Series DT Equity Interest In The PCS Group.

   "Sprint FON Group" means, as of any date from and after November 23, 1998:

   (A) the interest of the Corporation or any of its subsidiaries on such date
in all of the assets, liabilities and businesses of the Corporation or any of
its subsidiaries (and any successor companies), other than any assets,
liabilities and businesses attributed in accordance with this Section 10 to the
PCS Group;

   (B) a proportionate undivided interest in each and every business, asset and
liability attributed to the PCS Group equal to the FON Group Intergroup
Interest Fraction as of such date;

   (C) all properties and assets transferred to the Sprint FON Group from the
PCS Group (other than pursuant to paragraph (D) or (F) of this definition)
after November 23, 1998 pursuant to transactions in the ordinary course of
business of both the Sprint FON Group and the PCS Group or otherwise as the
Board of Directors may have directed as permitted by this ARTICLE SIXTH;

   (D) all properties and assets transferred to the Sprint FON Group from the
PCS Group in connection with a reduction of the Number Of Shares Issuable With
Respect To The FON Group Intergroup Interest;

   (E) the interest of the Corporation or any of its subsidiaries in any
business or asset acquired and any liabilities assumed by the Corporation or
any of its subsidiaries outside the ordinary course of business and attributed
to the Sprint FON Group, as determined by the Board of Directors as
contemplated by Section 9.1(A) of ARTICLE SIXTH; and

   (F) from and after the payment date of any dividend or other distribution
with respect to shares of PCS Stock (other than a dividend or other
distribution payable in shares of PCS Stock, with respect to which adjustment
shall be made as provided in the definition of "Number Of Shares Issuable With
Respect Of The FON Group Intergroup Interest," or in securities of the
Corporation attributed to the PCS Group, for which

                                      8-68
<PAGE>

provision shall be made as set forth in the third to last sentence of this
definition), an amount of assets or properties previously attributed to the PCS
Group of the same kind as were paid in such dividend or other distribution with
respect to shares of PCS Stock and Class A Common Stock (with respect to Shares
Issuable With Respect To The Class A Equity Interest In The PCS Group) as have
a Fair Value on the record date for such dividend or distribution equal to the
product of (1) the Fair Value on such record date of such dividend or
distribution to holders of shares of PCS Stock declared on a per share basis
multiplied by (2) the Number Of Shares Issuable With Respect To The FON Group
Intergroup Interest (determined as of the record date for such dividend or
distribution);

provided that from and after any transfer of any assets or properties from the
Sprint FON Group to the PCS Group, the Sprint FON Group shall no longer include
such assets or properties so transferred (other than as reflected in respect of
such a transfer by the FON Group Intergroup Interest Fraction, as provided by
paragraph (B) of this definition).

   If the Corporation shall pay a dividend or make some other distribution with
respect to shares of PCS Stock payable in securities of the Corporation that
are attributed to the PCS Group for purposes of this ARTICLE SIXTH (other than
PCS Stock), the Sprint FON Group shall be deemed to hold an interest in the PCS
Group equivalent to the number or amount of such securities that is equal to
the product of the number or amount of securities so distributed to holders of
PCS Stock on a per share basis multiplied by the Number Of Shares Issuable With
Respect To The FON Group Intergroup Interest (determined as of the record date
for such distribution) and, to the extent interest is or dividends are paid on
the securities so distributed, the Sprint FON Group shall include, and there
shall be transferred thereto out of the PCS Group, a corresponding ratable
amount of the kind of assets paid as such interest or dividends as would have
been paid in respect of such securities so deemed to be held by the Sprint FON
Group if such securities were outstanding.

   The Corporation may also, to the extent the securities so paid as a dividend
or other distribution to the holders of PCS Stock are Convertible Securities
and at the time are convertible into or exchangeable or exercisable for shares
of PCS Stock, treat such Convertible Securities as are so deemed to be held by
the Sprint FON Group to be deemed to be converted, exchanged or exercised, and
shall do so to the extent such Convertible Securities are mandatorily
converted, exchanged or exercised (and to the extent the terms of such
Convertible Securities require payment of consideration for such conversion,
exchange or exercise, the Sprint FON Group shall then no longer include an
amount of the kind of properties or assets required to be paid as such
consideration for the amount of Convertible Securities deemed converted,
exchanged or exercised (and such properties or assets shall be attributed to
the PCS Group)), in which case, from and after such time, the securities into
or for which such Convertible Securities so deemed to be held by the Sprint FON
Group were so considered converted, exchanged or exercised shall be deemed held
by the Sprint FON Group (as provided in clause (3) of paragraph (C) of the
definition of "Number Of Shares Issuable With Respect To The FON Group
Intergroup Interest") and such Convertible Securities shall no longer be deemed
to be held by the Sprint FON Group. A statement setting forth the election to
effectuate any such deemed conversion, exchange or exercise of Convertible
Securities so deemed to be held by the Sprint FON Group and the properties or
assets, if any, to be attributed to the PCS Group in consideration of such
conversion, exchange or exercise (if any) shall be filed in the records of the
actions of the Board of Directors and, upon such filing, such deemed
conversion, exchange or exercise shall be effectuated.

   "Sprint Party" has the meaning set forth in the Joint Venture Agreement.

   "Sprint Sub" means Sprint Global Venture, Inc.

   "Standstill Agreement" means the Amended and Restated Standstill Agreement,
dated as of November 23, 1998, among FT, DT and this Corporation, as amended or
supplemented from time to time, and any replacement standstill agreement or
agreements entered into pursuant to Section 5.17 of the Master Transfer
Agreement.

                                      8-69
<PAGE>

   "Stockholders' Agreement" means the Amended and Restated Stockholders'
Agreement, dated as of November 23, 1998, among FT, DT and this Corporation
(and all exhibits thereto), as amended or supplemented from time to time.

   "Strategic Investor" has the meaning set forth in the Investment Agreement.

   "Strategic Merger" means a merger or other business combination involving
this Corporation (a) in which the Class A Holders are entitled to retain or
receive, as the case may be, voting equity securities of the surviving parent
entity in exchange for or in respect of (by conversion or otherwise) such Class
A Stock, with an aggregate Fair Market Value equal to at least 75% of the sum
of (i) the Fair Market Value of all consideration which such Class A Holders
have a right to receive with respect to such merger or other business
combination, and (ii) if this Corporation is the surviving parent entity, the
Fair Market Value of the equity securities of the surviving parent entity which
the Class A Holders are entitled to retain, (b) immediately after which the
surviving parent entity is an entity whose voting equity securities are
registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or
which otherwise has any class or series of its voting equity securities held by
at least 500 holders and (c) immediately after which no Person or Group (other
than the Class A Holders) owns Voting Securities of such surviving parent
entity with Votes equal to more than 35 percent of the Voting Power of such
surviving parent entity.

   "Subsidiary" means, with respect to any Person (the "Parent"), any other
Person in which the Parent, one or more direct or indirect Subsidiaries of the
Parent, or the Parent and one or more of its direct or indirect Subsidiaries
(a) have the ability, through ownership of securities individually or as a
group, ordinarily, in the absence of contingencies, to elect a majority of the
directors (or individuals performing similar functions) of such other Person,
and (b) own more than 50% of the equity interests, provided that Atlas shall be
deemed to be a Subsidiary of each of FT and DT.

   "Tie-Breaking Vote" has the meaning set forth in Section 18.1(a) of the
Joint Venture Agreement, and shall include any successor provision thereto.

   "Total Market Capitalization" of any class or series of common stock on any
date means the product of (i) the Market Value of one share of such class or
series of common stock on such date and (ii) the number of shares of such class
or series of common stock outstanding on such date.

   "Trading Day" means, with respect to any security, any day on which the
principal national securities exchange on which such security is listed or
admitted to trading or The Nasdaq Stock Market, if such security is listed or
admitted to trading thereon, is open for the transaction of business (unless
such trading shall have been suspended for the entire day) or, if such security
is not listed or admitted to trading on any national securities exchange or The
Nasdaq Stock Market, any day other than a Saturday, Sunday, or a day on which
banking institutions in the State of New York are authorized or obligated by
law or executive order to close.

   "Transfer" means any act pursuant to which, directly or indirectly, the
ownership of the assets or securities in question is sold, transferred,
conveyed, delivered or otherwise disposed, but shall not include (a) any grant
of Liens, (b) any conversion or exchange of any security of this Corporation
pursuant to a merger or other business combination involving this Corporation,
(c) any transfer of ownership of assets to the surviving entity in a Strategic
Merger or pursuant to any other merger or other business combination not
prohibited by the Class A Provisions, or (d) any foreclosure or other execution
upon any of the assets of this Corporation or any of its Subsidiaries other
than foreclosures resulting from Lien Transfers.

   "Venture Interests" has the meaning set forth in the Joint Venture
Agreement.

   "Vote" means, with respect to any entity, the ability to cast a vote at a
stockholders', members' or comparable meeting of such entity with respect to
the election of directors, managers or other members of such entity's governing
body, or the ability to cast a general partnership or comparable vote, provided
that with

                                      8-70
<PAGE>

respect to this Corporation, the term "Vote" means the ability to exercise
general voting power (as opposed to the exercise of special voting or
disapproval rights such as those set forth in this ARTICLE SIXTH) with respect
to matters other than the election of directors at a meeting of the
stockholders of this Corporation.

   "Voting Power" means, with respect to any entity as at any date, the
aggregate number of Votes outstanding as at such date in respect of such
entity.

   "Voting Securities" means, with respect to an entity, any capital stock or
debt securities of such entity if the holders thereof are ordinarily, in the
absence of contingencies, entitled to a Vote, even though the right to such
Vote has been suspended by the happening of such a contingency, and in the case
of this Corporation, shall include, without limitation, the Non-Class A Common
Stock and the Class A Stock, but shall not include any shares issued pursuant
to the Rights Agreement to the extent such issuance is caused by action of a
Class A Holder.

   "Weighted Average Price" means the weighted average per unit price paid by
the purchasers of any capital stock, debt instrument or security of this
Corporation; provided, that (i) the price paid by the purchasers of Series 2
PCS Stock and Series 3 PCS Stock acquired on November 23, 1998 is the Average
Trading Price of a share of Series 1 PCS Stock as of the 21st Trading Day
following the commencement of regular way trading in connection with the
Recapitalization, (ii) the original purchase price paid by the purchasers of
Old Class A Common Stock shall be allocated as of November 23, 1998 among the
Number Of Shares Issuable With Respect To The Old Class A Equity Interest In
The FON Group and the Number Of Shares Issuable With Respect To The Old Class A
Equity Interest In The PCS Group represented by such Old Class A Common Stock
in the same proportion per share of Old Class A Common Stock as the per share
reclassification and exchange of a share of Common Stock, par value $2.50 per
share, outstanding immediately prior to the Recapitalization, into one share of
Series 1 FON Stock and one-half of a share of Series 1 PCS Stock and (iii) the
original purchase price paid by the purchasers of Class A Common Stock--Series
DT shall be allocated as of November 23, 1998 among the Number Of Shares
Issuable With Respect To The Class A--Series DT Equity Interest In The FON
Group and the Number Of Shares Issuable With Respect To The Class A--Series DT
Equity Interest In The PCS Group represented by such Class A Common Stock--
Series DT in the same proportion per share of Class A Common Stock as the per
share reclassification and exchange of a share of Common Stock, par value $2.50
per share, outstanding immediately prior to the Recapitalization, into one
share of Series 1 FON Stock and a portion of a share of Series 1 PCS Stock. In
determining the price of shares of Non-Class A Common Stock or Class A Stock
issued upon the conversion or exchange of securities or issued upon the
exercise of options, warrants or other rights, the consideration for such
shares shall be deemed to include the price paid to purchase the convertible
security or the warrant, option or other right, plus any additional
consideration paid upon conversion or exercise. If any portion of the price
paid is not cash, the Independent Directors (acting by majority vote) shall
determine in good faith the Fair Market Value of such non-cash consideration.
If any new shares of Non-Class A Common Stock are issued together with other
shares or securities or other assets of this Corporation for consideration
which covers both the new shares and such other shares, securities or other
assets, the portion of such consideration allocable to such new shares shall be
determined in good faith by the Independent Directors (acting by majority
vote), in each case as certified in a resolution sent to all Class A Holders or
holders of Series 2 PCS Stock or Series 2 FON Stock, as the case may be.

   Section 11. Notices. Notwithstanding the provisions of Section 7.4, all
notices to Class A Holders made by this Corporation pursuant to this ARTICLE
SIXTH shall be made in writing and any such notice shall be deemed delivered
when the same has been delivered in person to, or transmitted by telex or
telefacsimile communication to, or seven days after it has been sent by air
mail to the addresses of, all of the Class A Holders as indicated on the stock
transfer books of this Corporation. Communications by telex or telefacsimile
communication also shall be sent concurrently by air mail, but shall in any
event be effective as stated above.

   Section 12. No Other Beneficiaries. The Class A Provisions are intended for
the benefit of the Class A Holders only, and nothing in the Class A Provisions
is intended or will be construed to confer upon or to give

                                      8-71
<PAGE>

any third party or other stockholder of this Corporation any rights or remedies
by virtue hereof. Any term of the Class A Provisions may be waived by the
holders of at least two-thirds of the votes represented by the outstanding
shares of Class A Stock, voting together as a single class.

   Section 13. General Provisions Relating to Preferred Stock

   13.1. The Preferred Stock may be issued from time to time in one or more
series, each of such series to have such voting powers (full or limited or
without voting powers) designation, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof as are stated and expressed herein, or in a resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors as hereinafter provided.

   13.2. Authority is hereby granted to the Board of Directors, subject to the
provisions of this ARTICLE SIXTH, to create one or more series of Preferred
Stock and, with respect to each series, to fix or alter as permitted by law, by
resolution or resolutions providing for the issue of such series:

   (a) the number of shares to constitute such series and the distinctive
designation thereof;

   (b) the dividend rate on the shares of such series, the dividend payment
dates, the periods in respect of which dividends are payable ("dividend
periods") whether such dividends shall be cumulative, and if cumulative, the
date or dates from which dividends shall accumulate;

   (c) whether or not the shares of such series shall be redeemable, and, if
redeemable, on what terms, including the redemption prices which the shares of
such series shall be entitled to receive upon the redemption thereof;

   (d) whether or not the shares of such series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement and, if such retirement or sinking
fund or funds be established, the annual amount thereof and the terms and
provisions relative to the operation thereof;

   (e) whether or not the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series
of the same or any other class or classes of stock of the Corporation and the
conversion price or prices or rate or rates, or the rate or rates at which such
exchange may be made, with such adjustments, if any, as shall be stated and
expressed or provided in such resolution or resolutions;

   (f) the voting power, if any, of the shares of such series; and

   (g) such other terms, conditions, special rights and protective provisions
as the Board of Directors may deem advisable.

   13.3. No dividend shall be declared and set apart for payment on any series
of Preferred Stock in respect of any dividend period unless there shall
likewise be or have been paid, or declared and set apart for payment, on all
shares of Preferred Stock of each other series entitled to cumulative dividends
at the time outstanding which rank equally as to dividends with the series in
question, dividends ratably in accordance with the sums which would be payable
on the said shares through the end of the last preceding dividend period if all
dividends were declared and paid in full.

   13.4. If upon any dissolution of the Corporation, the assets of the
Corporation distributable among the holders of any one or more series of
Preferred Stock which are (i) entitled to a preference over the holders of the
Corporation Common Stock upon such dissolution, and (ii) rank equally in
connection with any such distribution, shall be insufficient to pay in full the
preferential amount to which the holders of such shares shall be entitled, then
such assets, or the proceeds thereof, shall be distributed among the holders of
each such series of the Preferred Stock ratably in accordance with the sums
which would be payable on such distribution if all sums payable were discharged
in full.

                                      8-72
<PAGE>

   13.5. In the event that the Preferred Stock of any series shall be
redeemable, then, at the option of the Board of Directors, the Corporation may
at such time or times as may be specified by the Board of Directors as provided
in Section 13.2(c) of this ARTICLE SIXTH redeem all, or any number less than
all, of the outstanding shares of such series at the redemption price thereof
and on the other terms fixed herein or by the Board of Directors as provided in
said Section 13.2(c) (the sum so payable upon any redemption of Preferred Stock
being herein referred to as the "redemption price").

   13.6. Attribution of Preferred Stock to Groups. As of November 23, 1998, the
outstanding shares of Preferred Stock-First Series, Preferred Stock-Second
Series, and Preferred Stock-Fifth Series shall be attributed entirely to the
Sprint FON Group. Upon any issuance of any shares of Preferred Stock of any
series after November 23, 1998, the Board of Directors shall attribute for
purposes of this ARTICLE SIXTH the shares so issued entirely to the Sprint FON
Group or entirely to the PCS Group or partly to the Sprint FON Group and partly
to the PCS Group in such proportion as the Board of Directors shall determine
and, further, in case of the issuance of shares of Preferred Stock that are
exchangeable or exercisable for PCS Stock, if at the time such shares of
Preferred Stock are issued the Number Of Shares Issuable With Respect To The
FON Group Intergroup Interest shall be greater than zero, then the Board of
Directors shall also determine what portion (which may be some, all or none) of
such shares of Preferred Stock shall reduce the Number Of Shares Issuable With
Respect To The FON Group Intergroup Interest, taking into consideration the use
of the proceeds of such issuance of shares of Preferred Stock in the business
of the Sprint FON Group or the PCS Group and any other relevant factors. Upon
any redemption or repurchase of shares of Preferred Stock, the Board of
Directors shall determine the proper attribution thereof in accordance with
Section 9.1(D) of ARTICLE SIXTH. Notwithstanding any such attribution of shares
of Preferred Stock to the Sprint FON Group or the PCS Group, any dividends or
distributions or other payments which are made by the Corporation on such
shares of Preferred Stock may be made, and as required by the preferences and
relative, participating, optional or other special rights thereof shall be
made, out of any of the properties or assets of the Corporation, regardless of
the Business Group to which such properties or assets are attributed in
accordance with the definitions of "Sprint FON Group" and "PCS Group" set forth
in Section 10, except as otherwise provided by the resolution of the Board of
Directors fixing the preferences and relative, participating, optional or other
special rights of a series of Preferred Stock.

   13.7. Intentionally Omitted


   13.8. Intentionally Omitted

   13.9. Preferred Stock--Fifth Series.

   13.9.1. Designation; Number of Shares; Stated Value. The Series shall be
designated as Preferred Stock--Fifth Series (the "Fifth Series") and shall
consist of ninety-five (95) shares. The shares of such series are hereinafter
sometimes called the "Fifth Series Shares." The stated value of the Fifth
Series Shares shall be One Hundred Thousand Dollars ($100,000) per share.

   13.9.2. Dividends. The rate of dividends upon the Fifth Series Shares (which
shall be cumulative from the date of issue) and the time of payment thereof
shall be 6.00% of the stated value per share per annum, payable quarterly on
the last days of January, April, July and October in each year.

   13.9.3. Rank. The Fifth Series Shares shall rank on a parity with shares of
the First Series and Second Series of the Preferred Stock as to dividends and
upon liquidation.

   13.9.4. Voting Rights. Holders of Fifth Series Shares will be entitled to
one vote for each share held and will be entitled to exercise such voting
rights together with the holders of Corporation Common Stock of the
Corporation, without distinction as to class. If no dividends or less than full
cumulative dividends on the Fifth Series Shares shall have been paid for each
of four consecutive dividend periods, or if arrearages in the payment of
dividends on the Fifth Series Shares shall have cumulated to an amount equal to
full cumulative

                                      8-73
<PAGE>

dividends on the Fifth Series Shares for six quarterly dividend periods, the
holders of the Fifth Series Shares shall, at all meetings held for the election
of Directors until full cumulative dividends for all past quarterly dividend
periods and the current quarterly dividend period on the Fifth Series Shares
shall have been paid or declared and set apart for payment, possess voting
power, acting alone, to elect the smallest number constituting a majority of
the Directors then to be elected. The Corporation will promptly take all such
action as shall be necessary to permit such election to occur promptly after
such arrearage occurs.

   13.9.5. Non-Convertible. The Fifth Series Shares shall not be convertible
into or exchangeable for stock of any other class or classes of the
Corporation.

   13.9.6. Repurchase by the Corporation. Upon six months' prior written
notice, the holders of the Fifth Series Shares may tender all and not less than
all of the Fifth Series Shares to the Corporation for purchase at a price per
share equal to the stated value of One Hundred Thousand Dollars ($100,000) per
share plus accrued dividends to the date of repurchase by the Corporation (the
Purchase Price). Upon such proper tender of all shares of the Fifth Series
Shares by the holders, the Corporation shall purchase the Fifth Series Shares
at the Purchase Price.

   13.9.7. Tender Procedures. The Fifth Series Shares will not be deemed
tendered unless and until the certificate or certificates therefor have been
received by the Corporation or the bank or trust company designated for the
purpose and, if payment upon acceptance of tender thereof is to be made other
than to the record holders, such certificate or certificates have been duly
endorsed and are in proper form for transfer, with all transfer taxes due in
respect thereof paid or provided for.

   13.9.8. Redemption. If the holders have not theretofore tendered the Fifth
Series Shares to the Corporation for purchase pursuant to paragraphs 6 and 7
hereof by March 14, 2003, then the Corporation shall redeem all of the
outstanding Fifth Series Shares at the Purchase Price on a date set forth in
written notice to the holders as the redemption date (the Redemption Date). The
Corporation shall give notice of such redemption not less than thirty (30) days
prior to the Redemption Date, by mail to the holders of record of the
outstanding shares at their respective addresses then appearing on the books of
the Corporation. At any time before the Redemption Date, the Corporation may
deposit in trust the funds necessary for such redemption with a bank or trust
company to be designated in the notice of redemption, doing business in the
City of Chicago and State of Illinois or in the City and State of New York, and
having capital, surplus and undivided profits aggregating $25,000,000. In the
event such deposit is made so that the deposited funds shall be forthwith
available to the holders of the shares to be redeemed upon surrender of the
certificates evidencing such shares, then, upon the giving of the notice of
such redemption, as hereinabove provided, or upon the earlier delivery to such
bank or trust company of irrevocable authorization and direction so to give
such notice, all shares with respect to the redemption of which such deposit
shall have been made and the giving of such notice effected shall, whether or
not the certificates for such shares shall be surrendered for cancellation, be
deemed to be no longer outstanding for any purpose and all rights with respect
to such shares shall thereupon cease and terminate, except only the right of
the holders of the certificates for such shares to receive, out of the funds so
deposited in trust, from and after the time of such deposit, the amount payable
upon the redemption thereof, without interest.

   13.9.9. Cancelled Shares. The Fifth Series Shares, purchased upon tender or
redeemed as herein provided, shall be cancelled and upon such cancellation
shall be deemed to be authorized and unissued shares of Preferred Stock,
without par value, of the Corporation but shall not be reissued as shares of
the same or any theretofore outstanding series.

   13.9.10. Default. Default by the Corporation in complying with the
provisions of paragraph 6 or 8 hereof shall preclude the declaration or the
payment of dividends or the making of any other distribution whatsoever upon
the Corporation Common Stock (other than a distribution in shares of its
Corporation Common Stock) until the Corporation shall have cured such default
by depositing the funds necessary therefor in the manner and upon the terms
herein provided. The holders of the Fifth Series Shares shall not be entitled

                                      8-74
<PAGE>

to apply to any court of law or equity for a money judgment or remedy on
account of any such default other than to restrain the Corporation from the
actions specified above upon the Corporation Common Stock until such default
shall have been cured.

   13.9.11. Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation the holders of the Fifth Series will be entitled
to receive out of the assets of the Corporation available for distribution to
stockholders, before any distribution of the assets shall be made to the
holders of Corporation Common Stock, the sum of $100,000 per share, plus an
amount equal to cumulative dividends accrued and unpaid thereon to the date of
distribution to holders of the Fifth Series. If upon any liquidation,
dissolution or winding up of the Corporation the amounts payable with respect
to the Fifth Series and any other series of Preferred Stock which ranks on a
parity with the Fifth Series are not paid in full, the holders of the Fifth
Series and such parity Preferred Stock will share ratably in any distribution
of assets in proportion to the full preferential amounts to which they are
entitled.

   13.10 Preferred Stock--Seventh Series Convertible

   13.10.1 Amount, Rank and Designation. The amount of shares to constitute the
Seventh Series of Preferred Stock shall be 300,000 shares. The designation
thereof shall be "Preferred Stock--Seventh Series, Convertible" (hereinafter
"Seventh Series"). Shares of the Seventh Series shall rank junior as to
dividends and upon liquidation to shares of the [First Series of the Preferred
Stock, Second Series of the Preferred Stock,] Fifth Series of the Preferred
Stock and any other Preferred Stock designated as senior to the Seventh Series
as to dividends or upon liquidation, dissolution or winding up ("Senior
Stock"), and shall have a preference over the shares of the Corporation Common
Stock and any other class or series of Junior Stock.

   13.10.2. Dividends. Holders of record of shares of the Seventh Series will
be entitled to receive, when, as and if declared by the Board of Directors of
the Corporation, out of funds legally available for the payment of dividends,
cumulative cash dividends ("Preferred Dividends") payable at the rate of $6.73
per share quarterly in arrears on each September 30, December 31, March 31 and
June 30 (each a "Dividend Payment Date") or, if any such date is not a business
day (as defined herein), the Preferred Dividends due on such Dividend Payment
Date shall be paid on the next succeeding business day. Preferred Dividends on
the Seventh Series shall be cumulative and shall accumulate from the date of
original issuance of the Seventh Series. Preferred Dividends shall be payable
to holders of record as they appear on the stock register of the Corporation,
net of any amounts required to be withheld for or with respect to taxes, on
such record dates, not more than 60 days preceding the payment date thereof, as
shall be fixed by the Board of Directors. Preferred Dividends payable on the
Seventh Series for any period less than a full quarterly dividend period shall
be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in any period less than one month. Preferred
Dividends shall accrue on a daily basis whether or not there are funds of the
Corporation legally available for the payment of such dividends and whether or
not such Preferred Dividends are declared. Accrued but unpaid Preferred
Dividends shall accumulate as of the Dividend Payment Date on which they first
become payable, but no interest shall accrue on accumulated but unpaid
Preferred Dividends. Before any dividends on the Corporation Common Stock or
any other class or series of stock of the Corporation ranking junior to the
Seventh Series as to dividends shall be paid or declared and set apart for
payment, the holders of shares of the Seventh Series shall be entitled to
receive the full accumulated cash dividends for all quarterly dividend periods
ending on or before the date on which any dividend on any such class or series
of stock ranking junior to the Seventh Series as to dividends is declared or is
to be paid.

   13.10.3. Conversion.

   (a) Each holder of shares of Seventh Series may at such holder's option at
any time convert any or all of such holder's shares of Seventh Series into (i)
if such holder is a Cable Holder, shares of Series 2 PCS Stock, and (ii) if
such holder is not a Cable Holder, shares of Series 1 PCS Stock. All references
herein to shares of Series 2 PCS Stock issuable upon conversion of shares of
Seventh Series shall be deemed to refer to shares of Series 1 PCS Stock if the
holder of such Seventh Series is not a Cable Holder. Such shares of Seventh
Series

                                      8-75
<PAGE>

shall be convertible into a number of fully paid and nonassessable whole shares
of Series 2 PCS Stock as is equal to the aggregate Liquidation Preference of
the shares of Seventh Series surrendered for conversion divided by the Initial
Conversion Price (as adjusted from time to time, the "Conversion Price"). In
case of the redemption of any shares of the Seventh Series, such right of
conversion shall cease and terminate as to the shares duly called for
redemption at the close of business on the date fixed for redemption, unless
the Corporation defaults in the payment of the redemption price plus all
accrued and unpaid dividends. If the Corporation defaults with respect to such
payment, the right to convert the shares designated for redemption shall
terminate at the close of business on the business day next preceding the date
that such default is cured. Upon conversion the Corporation shall make no
payment or adjustment on account of dividends accrued or in arrears on the
Seventh Series surrendered for conversion.

   (b) Holders of shares of Seventh Series at the close of business on a record
date for any payment of declared Preferred Dividends shall be entitled to
receive the Preferred Dividends payable on those shares of Seventh Series on
the corresponding Dividend Payment Date notwithstanding the conversion pursuant
to this section of those shares of Seventh Series following such record date
and before the close of business on such Dividend Payment Date. Except as
provided in the preceding sentence, upon any conversion of shares of Seventh
Series, the Corporation shall make no payment of or allowance of unpaid
Preferred Dividends, whether or not in arrears, on such shares of Seventh
Series, or for previously declared dividends or distributions on the shares of
Series 2 PCS Stock issued upon conversion.

   (c) Conversion of shares of Seventh Series may be effected by delivering
certificates evidencing such shares of Seventh Series, together with written
notice of conversion stating the number of shares to be converted and a proper
assignment of such certificates to the Corporation or in blank, to the office
of the transfer agent for the Seventh Series or to any other office or agency
maintained by the Corporation for that purpose and otherwise in accordance with
conversion procedures established by the Corporation. Each conversion shall be
deemed to have been effected immediately before the close of business on the
date on which the foregoing requirements shall have been satisfied. The
Corporation shall as promptly as practicable after any conversion pursuant to
this section issue and deliver to the converting holder a certificate or
certificates representing the number of whole shares of Series 2 PCS Stock into
which such shares of Seventh Series were converted. Upon conversion of less
than the entire number of the shares of Seventh Series represented by any
certificate, the Corporation shall issue and deliver to the converting holder a
new certificate representing the number of shares of Seventh Series not
converted. The Corporation shall effect such conversion as soon as practicable;
provided that the Corporation shall not be required to convert shares of
Seventh Series, and no surrender of shares of Seventh Series shall be effective
for that purpose, while the stock transfer books of the Corporation for the
Series 2 PCS Stock are closed for any reason, but the surrender of shares of
Seventh Series for conversion during any period while such books are so closed
shall become effective for conversion immediately upon the reopening of such
books, as if the conversion had been made on the date such shares of Seventh
Series were surrendered, and at the Conversion Price in effect on the date of
such surrender.

   (d) No fraction of a share of Series 2 PCS Stock shall be issued upon any
conversion. In lieu of the fraction of a share to which the holder of shares of
the Seventh Series surrendered for conversion would otherwise be entitled, such
holder shall receive, as soon as practicable after the date of conversion, an
amount in cash equal to the same fraction of the market value of a full share
of Series 1 PCS Stock. For the purposes of this subparagraph, the market value
of a share of Series 1 PCS Stock shall be the Closing Price of such a share on
the day immediately preceding the date upon which such shares of Seventh Series
are surrendered for conversion.

   (e) The Conversion Price in effect at any time shall be subject to
adjustment as follows:

   (i) If the Corporation shall at any time after the filing of these Articles
of Incorporation: (A) pay a dividend on the PCS Stock in shares of PCS Stock,
(B) subdivide the outstanding shares of PCS Stock into a greater number of
shares, (C) combine the outstanding shares of PCS Stock into a smaller number
of shares,

                                      8-76
<PAGE>

(D) pay a dividend on the PCS Stock in shares of its capital stock (other than
PCS Stock), or (E) issue any shares of its capital stock by reclassification of
the shares of PCS Stock (other than any reclassification by way of merger or
binding share exchange that is subject to Section 13.10.3(e)(viii)), then the
Conversion Price in effect at the time of the record date for such dividend or
of the effective date of such subdivision, combination or reclassification
shall be proportionately adjusted so that if the holder elects to convert
shares of Seventh Series after such time, the holder thereof shall be entitled
to receive the aggregate number of shares of PCS Stock which, if such
conversion had occurred immediately prior to such time, he would have owned
upon such conversion and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur. Subject to Section
13.10.3(e)(vi) for a dividend or distribution, the adjustment shall become
effective immediately after the record date for the dividend or distribution,
and for a subdivision, combination or reclassification, the adjustment shall
become effective immediately after the effective date of the subdivision,
combination or reclassification.

   (ii) If the Corporation shall issue rights or warrants to the holders of the
PCS Stock entitling them (for a period expiring within 45 days after the record
date for the determination of stockholders entitled to receive such rights or
warrants) to subscribe for or purchase shares of PCS Stock (or Convertible
Securities) at a price per share (or having a conversion price per share, after
adding thereto an allocable portion of the Conversion Price of the right or
warrant to purchase such Convertible Securities, computed on the basis of the
maximum number of shares of PCS Stock issuable upon conversion of such
Convertible Securities) less than the Current Market Price per share on the
Determination Date, the Conversion Price shall be adjusted by multiplying the
conversion price in effect immediately prior to such record date by a fraction,
of which the numerator shall be the number of shares of PCS Stock outstanding
on such record date plus the number of shares which the aggregate offering
price of the total number of shares of PCS Stock so offered (or the aggregate
initial conversion price of the Convertible Securities so offered, after adding
thereto the aggregate conversion price of the rights or warrants to purchase
such Convertible Securities) to holders of PCS Stock (and to holders of
Convertible Securities referred to in the following paragraph if the
distribution to which this paragraph (ii) applies is also being made to such
holders) would purchase at such Current Market Price, and of which the
denominator shall be the number of shares of PCS Stock outstanding on such
record date plus the number of additional shares of PCS Stock so offered for
subscription or purchase (or into which the Convertible Securities so offered
are initially convertible). The adjustment contemplated by this paragraph (ii)
shall be made successively whenever any such rights or warrants are issued and
shall become effective immediately after the close of business on such record
date; however, to the extent that shares of PCS Stock (or Convertible
Securities) have not been issued when such rights or warrants expire (or, in
the case of rights or warrants to purchase Convertible Securities which have
been exercised, if all of the shares of PCS Stock issuable upon conversion of
such Convertible Securities have not been issued prior to the expiration of the
conversion right thereof), the Conversion Price shall be readjusted to the
Conversion Price which would then be in effect had the adjustments made upon
the issuance of such rights or warrants been made upon the basis of delivery of
only the number of shares (or Convertible Securities) actually issued upon the
exercise of such rights or warrants (or the conversion of such Convertible
Securities).

   For purposes of this paragraph (ii) the number of shares of PCS Stock
outstanding on any record date shall be deemed to include the maximum number of
shares of PCS Stock the issuance of which would be necessary to effect the full
exercise, exchange or conversion of all Convertible Securities outstanding on
such record date which are then exercisable, exchangeable or convertible at a
price (before giving effect to any adjustment to such price for the
distribution to which this paragraph (ii) is being applied) equal to or less
than the Current Market Price per share of PCS Stock on the applicable
Determination Date, if all of such Convertible Securities were deemed to have
been exercised, exchanged or converted immediately prior to the opening of
business on such record date. In case any subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined by the Board of Directors of
the Corporation.

   (iii) If the Corporation shall distribute to the holders of PCS Stock
evidences of its indebtedness or assets or subscription rights or warrants
(excluding (x) dividends or distributions referred to in Section 13.10.3(e)(i)

                                      8-77
<PAGE>

and distributions of rights or warrants referred to in Section 13.10.3(e)(ii)
and (y) cash dividends or other cash distributions, unless such cash dividends
or cash distributions are Extraordinary Cash Dividends), the Conversion Price
shall be adjusted by multiplying the Conversion Price in effect immediately
prior to the record date for the determination of stockholders entitled to
receive such distribution by a fraction, of which the numerator shall be the
number of shares of PCS Stock outstanding on such record date multiplied by the
Current Market Price on the Determination Date, less the fair market value (as
determined by the Board of Directors of the Corporation) on such record date of
the evidences of indebtedness, assets (including Extraordinary Cash Dividends),
subscription rights or warrants to be distributed to the holders of PCS Stock
(and to the holders of Convertible Securities referred to below if the
distribution to which this paragraph (iii) applies is also being made to such
holders), and of which the denominator shall be the number of shares of PCS
Stock outstanding on such record date multiplied by such Current Market Price.
For purposes of this paragraph (iii), the number of shares of PCS Stock
outstanding on any record date shall be deemed to include the maximum number of
shares of PCS Stock the issuance of which would be necessary to effect the full
exercise, exchange or conversion of all Convertible Securities outstanding on
such record date which are then exercisable, exchangeable or convertible at a
price (before giving effect to any adjustment to such price for the
distribution to which this paragraph (iii) is being applied) equal to or less
than the Current Market Price per share of PCS Stock on the applicable
Determination Date, if all of such Convertible Securities were deemed to have
been exercised, exchanged or converted immediately prior to the opening of
business on such record date.

   For purposes of this paragraph (iii) , the term "Extraordinary Cash
Dividend" shall mean any cash dividend with respect to the PCS Stock the amount
of which, together with the aggregate amount of cash dividends on the PCS Stock
to be aggregated with such cash dividend in accordance with the following
provisions of this paragraph, equals or exceeds the threshold percentage set
forth below in the following sentence. If, upon the date prior to the Ex-
Dividend Date with respect to a cash dividend on the PCS Stock, the aggregate
of the amount of such cash dividend together with the amounts of all cash
dividends on the PCS Stock with Ex-Dividend Dates occurring in the 365
consecutive day period ending on the date prior to the Ex-Dividend Date with
respect to the cash dividend to which this provision is being applied (other
than any such other cash dividends with Ex-Dividend Dates occurring in such
period for which a prior adjustment to the Conversion Price was previously made
under this paragraph (iii)) equals or exceeds on a per share basis 5% of the
average of the Closing Prices during the period beginning on the date after the
first such Ex-Dividend Date in such period and ending on the date prior to the
Ex-Dividend Date with respect to the cash dividend to which this provision is
being applied (except that if no other cash dividend has had an Ex-Dividend
Date occurring in such period, the period for calculating the average of the
Closing Prices shall be the period commencing 365 days prior to the date
immediately prior to the Ex-Dividend Date with respect to the cash dividend to
which this provision is being applied), such cash dividend together with each
other cash dividend with an Ex-Dividend Date occurring in such 365-day period
that is aggregated with such cash dividend in accordance with this paragraph
shall be deemed to be an Extraordinary Cash Dividend.

   The adjustment pursuant to the foregoing provisions of this paragraph (iii)
shall be made successively whenever any distribution to which this paragraph
(iii) applies is made, and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the
distribution.

   (iv) If this Section 13.10.3(e) requires adjustments to the Conversion Price
under more than one of clause (D) of the first sentence of paragraph (i),
paragraph (ii) or paragraph (iii), and the record dates for the distribution
giving rise to such adjustments shall occur on the same date, then such
adjustments shall be made by applying, first, the provisions of paragraph (i),
second the provisions of paragraph (iii) and, third, the provisions of
paragraph (ii).

   (v) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least one percent
thereof; provided, however, that any adjustments which by reason of this
paragraph (v) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
13.10.3(e) shall be made to the nearest cent or to the nearest one-hundredth of
a share, as the case may be.

                                      8-78
<PAGE>

   (vi) In any case in which this Section 13.10.3(e) shall require that an
adjustment in the Conversion Price be made effective as of the record date for
a specified event, the Corporation may elect to defer until the occurrence of
such event (x) issuing to the holder of the Seventh Series the Shares, if any,
issuable upon such conversion over and above the Shares, if any, issuable upon
such conversion on the basis of the Conversion Price in effect prior to such
adjustment, if the Seventh Series is converted after such record date, and (y)
paying to the holder cash or its check in lieu of any fractional interest to
which the holder would be entitled pursuant to Section 13.10.3(d); provided,
however, that the Corporation shall deliver to the holder a due bill or other
appropriate instrument evidencing the holder's right to receive such additional
Shares and such cash upon the occurrence of the event requiring such
adjustment.

   (vii) If the Corporation consolidates with or merges into, or transfers
(other than by mortgage or pledge) its properties and assets substantially as
an entirety to, another Person or the Corporation is a party to a merger or
binding share exchange which reclassifies or changes its outstanding PCS Stock,
or the PCS Stock is converted into another class or series of capital stock of
the Corporation, the Corporation (or its successor in such transaction) or the
transferee of such properties and assets shall make appropriate provision so
that the holder's certificate representing shares of Seventh Series shall
thereafter be convertible, upon the terms and conditions specified in the
certificates, for the kind and amount of securities, cash or other assets
receivable upon such transaction by a holder of the number of shares of PCS
Stock purchasable upon conversion of the holder's Seventh Series immediately
before the effective date of such transaction (assuming, to the extent
applicable, that such holder of PCS Stock failed to exercise any rights of
election with respect thereto, and received per Share the kind and amount of
securities, cash or other assets received per share of PCS Stock by a plurality
of the nonelecting shares of PCS Stock); and in any such case, if necessary,
the provisions set forth in this Section 13.10.3(e) with respect to the rights
and interests thereafter of the holder of the Seventh Series shall be
appropriately adjusted so as to be applicable, as nearly as may reasonably be,
to any such other securities or assets thereafter deliverable on the conversion
of the holder's Seventh Series. The subdivision or combination of the PCS Stock
at any time outstanding into a greater or lesser number of shares of PCS Stock
shall not be deemed to be a reclassification of the PCS Stock for the purposes
of this subsection. The Corporation shall not effect any such consolidation,
merger, transfer or binding share exchange unless prior to or simultaneously
with the consummation thereof the successor (if other than the Corporation)
resulting from such consolidation or merger or the Person purchasing such
assets or other appropriate Person shall assume, by written instrument, the
obligation to deliver to the holders of the Seventh Series such securities,
cash or other assets as, in accordance with the foregoing provisions, the
holder may be entitled to purchase and the other obligations in this Section
13.10.

   The Corporation may make such reductions in the Conversion Price, in
addition to those required by paragraphs (i), (ii) and (iii) of this Section
13.10.3(e), as it shall in its sole discretion determine to be advisable.

   (viii) Subject to Section 13.10.3(e)(v) and to the remaining provisions of
this Section 13.10.3(e)(viii), in the event that a holder of Seventh Series
would be entitled to receive upon conversion thereof pursuant to this Section
13.10.3(e) any Redeemable Capital Stock and the Corporation redeems, exchanges
or otherwise acquires all of the outstanding shares or other units of such
Redeemable Capital Stock (such event being a "Redemption Event"), then, from
and after the effective date of such Redemption Event, the holders of shares of
Seventh Series then outstanding shall be entitled to receive upon conversion of
such shares, in lieu of shares or units of such Redeemable Capital Stock, the
kind and amount of shares of stock and other securities and property receivable
upon the Redemption Event by a holder of the number of shares or units of such
Redeemable Capital Stock into which such shares of Seventh Series could have
been converted immediately prior to the effective date of such Redemption Event
(assuming, to the extent applicable, that such holder failed to exercise any
rights of election with respect thereto and received per share or unit of such
Redeemable Capital Stock the kind and amount of stock and other securities and
property received per share or unit by a plurality of the non-electing shares
or units of such Redeemable Capital Stock), and (from and after the effective
date of such Redemption Event) the holders of the Seventh Series shall have no
other conversion rights under these provisions with respect to such Redeemable
Capital Stock.

                                      8-79
<PAGE>

   Notwithstanding the foregoing, if the redemption price for the shares of
such Redeemable Capital Stock is paid in whole or in part in Redemption
Securities, and the Mirror Preferred Stock Condition is met, the Seventh Series
shall not be convertible into such Redemption Securities and, from and after
the applicable redemption date, the holders of any shares of Seventh Series
that have not been exchanged for Mirror Preferred Stock and Exchange Preferred
Stock shall have no conversion rights under these provisions except for any
conversion right that may have existed immediately prior to the effective date
of the Redemption Event with respect to any shares of stock (including the PCS
Stock) or other securities or property other than the Redeemable Capital Stock
so redeemed. The Corporation shall use all commercially reasonable efforts to
ensure that the Mirror Preferred Stock Condition is satisfied. The "Mirror
Preferred Stock Condition" will be satisfied in connection with a redemption of
any Redeemable Capital Stock into which the Seventh Series is then convertible
if appropriate provision is made so that the holders of the Seventh Series have
the right to exchange their shares of Seventh Series on the effective date of
the Redemption Event for Exchange Preferred Stock of the Corporation and Mirror
Preferred Stock of the issuer of the Redemption Securities. The sum of the
initial liquidation preferences of the shares of Exchange Preferred and Mirror
Preferred Stock delivered in exchange for a share of Seventh Series will equal
the Liquidation Preference of a share of Seventh Series on the effective date
of the Redemption Event. The Mirror Preferred Stock will have an aggregate
initial liquidation preference equal to the product of the aggregate
Liquidation Preference of the shares of Seventh Series exchanged therefor and
the quotient of (x) the product of the amount of shares of the Redeemable
Capital Stock for which each share of Seventh Series is then convertible to be
redeemed (determined immediately prior to the effective date of the Redemption
Event) and the average of the daily Closing Prices of the Redeemable Capital
Stock for the period of ten consecutive trading days ending on the third
trading day prior to the effective date of the Redemption Event, divided by (y)
the sum of the amount determined pursuant to clause (x), plus the fair value of
the shares of stock or other securities or property (other than the Redeemable
Capital Stock being redeemed) that would have been receivable by a holder of
Seventh Series upon conversion thereof immediately prior to the effective date
of the Redemption Event (such fair value to be determined in the case of stock
or other securities with a Closing Price in the same manner as provided in
clause (x) and otherwise by the Board of Directors in the exercise of its
judgment). The shares of Exchange Preferred Stock will have an aggregate
initial liquidation preference equal to the difference between the aggregate
Liquidation Preference of the shares of Seventh Series exchanged therefor and
the aggregate initial liquidation preference of the Mirror Preferred Stock. No
shares of Exchange Preferred Stock will be issued in exchange for the Seventh
Series if the shares of Exchange Preferred Stock would have no Liquidation
Preference as a result of the above formula.

   (ix) If the Corporation effects a Spin Off, the Corporation shall make
appropriate provision so that the holders of the Seventh Series have the right
to exchange their shares of Seventh Series on the effective date of the Spin
Off for Exchange Preferred Stock of the Corporation and Mirror Preferred Stock
of the issuer of the Spin Off Securities. The sum of the initial liquidation
preference of the shares of Exchange Preferred Stock and Mirror Preferred Stock
delivered in exchange for a share of Seventh Series will equal the Liquidation
Preference of a share of Seventh Series on the effective date of the Spin Off.
The Mirror Preferred Stock will have an aggregate liquidation preference equal
to the product of the aggregate Liquidation Preference of the shares of Seventh
Series exchanged therefor and the quotient of (x) the product of the number (or
fraction) of Spin Off Securities that would have been receivable upon such Spin
Off by a holder of the number of shares of PCS Stock issuable upon conversion
of a share of Seventh Series immediately prior to the effective date of the
Spin Off and the average of the daily Closing Prices of the Spin Off Securities
for the period of ten consecutive trading days commencing on the tenth trading
day following the effective date of the Spin Off, divided by (y) the sum of the
amount determined pursuant to clause (x), plus the fair value of the shares of
PCS Stock and other securities or property (other than Spin Off Securities)
that would have been receivable by a holder of a share of Seventh Series in the
Spin Off following conversion thereof immediately prior to the effective date
of the Spin Off (such fair value to be determined in the case of PCS Stock or
other securities with a Closing Price in the same manner as provided in clause
(x) and otherwise by the Board of Directors in the exercise of its judgment).
The shares of Exchange Preferred Stock will have an aggregate initial
liquidation preference equal to the difference between the aggregate
Liquidation Preference of the shares of Seventh Series exchanged therefor and
the aggregate initial liquidation preference of the Mirror Preferred Stock. No
shares of Exchange

                                      8-80
<PAGE>

Preferred Stock will be issued in exchange for the Seventh Series if the shares
of Exchange Preferred Stock would have no Liquidation Preference as a result of
the above formula. From and after the effective date of such Spin Off, the
holders of any shares of Seventh Series that have not been exchanged for Mirror
Preferred Stock and Exchange Preferred Stock as provided above shall have no
conversion rights under these provisions with respect to such Spin Off
Securities.

   (f) The Corporation shall pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue or delivery of shares of PCS
Stock on the conversion of Seventh Series; provided, however, that the
Corporation shall not be required to pay any tax that may be payable in respect
of any registration of transfer involved in the issue or delivery of shares of
PCS Stock in a name other than that of the registered holder of Seventh Series
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 the Corporation
the amount of any such tax or has established, to the satisfaction of the
Corporation, that such tax has been paid.

   13.10.4. Liquidation Rights. Subject to prior payment of preferred amounts
to which any Senior Stock is entitled, in the event of any liquidation,
dissolution or winding up of the Corporation the holders of the Seventh Series
will be entitled to receive out of the assets of the Corporation available for
distribution to stockholders, before any distribution of the assets shall be
made to the holders of the Corporation Common Stock or any other class or
series of stock ranking junior to the Seventh Series upon liquidation, the sum
of U.S. $1,000 per share (the "Liquidation Preference"), plus in each case any
accumulated unpaid dividends (whether or not declared), to the date of final
distribution. If upon any liquidation, dissolution or winding up of the
Corporation the amounts payable with respect to the Seventh Series and any
other Parity Stock are not paid in full, the holders of the Seventh Series and
such Parity Stock will share ratably in any distribution of assets in
proportion to the full preferential amounts to which they are entitled. After
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of Seventh Series shall not be entitled to any further
participation in any distribution of assets by the Corporation. A consolidation
or merger of the Corporation with or into one or more other corporations
(whether or not the Corporation is the corporation surviving such consolidation
or merger), or a sale, lease or exchange of all or substantially all of the
assets of the Corporation shall not be deemed to be a voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation. Notice of a
liquidation, dissolution or winding up of the Corporation shall be filed at
each office or agency maintained for the purpose of conversion of the Seventh
Series, and shall be mailed to the holders of Seventh Series at their last
addresses as they shall appear on the stock register of the Corporation, at
least 20 business days before any such action, stating the date on which any
such action is expected to become effective. The failure to give or receive the
notice required by this Section or any defect therein shall not affect the
legality or validity of any such action.

   13.10.5. Redemption.

   (a) General. Except as provided below and in Section 13.10.5(h), the Seventh
Series shall not be redeemed by the Corporation prior to November 23, 2001. The
Corporation may at its option redeem the Seventh Series in whole or in part
after November 23, 2001, at any time or from time to time, upon at least thirty
days' prior notice, at a redemption price equal to the Liquidation Preference
per share of Seventh Series, plus any accumulated unpaid dividends (whether or
not declared) up to but excluding such redemption date. In connection with a
Spin Off or a Redemption Event, the Corporation may, at its option, redeem the
Seventh Series in whole after November 23, 2000, and before November 23, 2001,
upon at least thirty days prior notice, at a redemption price equal to the
Premium Price per share of Seventh Series, plus any accumulated unpaid
dividends (whether or not declared) up to but excluding such redemption date,
which redemption shall be deemed effective immediately prior to the
consummation of the Spin Off or the Redemption Event. If less than all the
outstanding Seventh Series is to be redeemed, the shares to be redeemed shall
be selected pro rata as nearly as practicable or by lot, or by such other
method as may be determined by the Board of Directors to be equitable, without
regard to whether the shares to be redeemed are convertible into Series 1 PCS
Stock or Series 2 PCS Stock. Shares so redeemed shall be cancelled and upon
such cancellation shall be deemed to be authorized and unissued shares of
Preferred Stock, without par value, of the Corporation but shall not be
reissued as shares of the same series.

                                      8-81
<PAGE>

   (b) Mandatory Redemption. To the extent permitted by law, the Corporation
shall redeem, on November 23, 2008 (or, if such day is not a business day, on
the first business day thereafter) (subject to extension as provided in the
last sentence of this Section 13.10.5(b), the "Mandatory Redemption Date"), all
remaining shares of Seventh Series then outstanding, at the redemption price of
$1,000 for each share outstanding, plus an amount in cash equal to all accrued
but unpaid dividends thereon to the Mandatory Redemption Date. Prior to
authorizing or making such redemption with respect to the Seventh Series, the
Corporation, by resolution of the Board of Directors shall, to the extent of
funds legally available therefor, declare a dividend on the Seventh Series
payable on the Mandatory Redemption Date in an amount equal to any accrued and
unpaid dividends on the Seventh Series as of such date and, if the Corporation
does not have sufficient legally available funds to declare and pay all
dividends accrued at the time of such redemption, any remaining accrued and
unpaid dividends shall be added to the redemption price. After paying any
accrued and unpaid dividends pursuant to the foregoing sentence, if the funds
of the Corporation legally available for redemption of shares of the Seventh
Series then required to be redeemed are insufficient to redeem the total number
of such shares then outstanding, those funds which are legally available shall
be used to redeem the maximum possible number of shares of the Seventh Series.
At any time and from time to time thereafter, when additional funds of the
Corporation are legally available to discharge its obligation to redeem all of
the outstanding shares of Seventh Series required to be redeemed pursuant to
this section (the "Mandatory Redemption Obligation"), such funds shall be
immediately used to discharge such Mandatory Redemption Obligation until the
balance of such shares have been redeemed. If and so long as the Mandatory
Redemption Obligation shall not be fully discharged, (x) dividends on any
remaining outstanding shares of Seventh Series shall continue to accrue and be
added to the dividend payable pursuant to the second preceding sentence and (y)
the Corporation shall not declare or pay any dividend or make any distribution
on any Parity Stock or Junior Stock. With respect to any Exchange Preferred
Stock or Mirror Preferred Stock, the Mandatory Redemption Date shall be the
later to occur of (i) November 23, 2008, and (ii) the fifth anniversary of the
date of issuance of such Exchange Preferred Stock or Mirror Preferred Stock.

   (c) Notice. The Corporation will provide notice of any redemption of shares
of Seventh Series to holders of record of the Seventh Series to be redeemed not
less than 30 nor more than 60 days prior to the date fixed for such redemption.
Such notice shall be provided by first-class mail postage prepaid, to each
holder of record of the Seventh Series to be redeemed, at such holder's address
as it appears on the stock transfer books of the Corporation. Each such mailed
notice shall state, as appropriate, the following:

   (i) the redemption date;

   (ii) the number of shares of Seventh Series to be redeemed and, if fewer
than all the shares held by any holder are to be redeemed, the number of such
shares to be redeemed from such holder;

   (iii) the Redemption Price;

   (iv) the place or places where certificates for such shares are to be
surrendered for redemption;

   (v) the amount of full cumulative dividends per share of Seventh Series to
be redeemed accrued and unpaid up to but excluding such redemption date, and
that dividends on shares of Seventh Series to be redeemed will cease to accrue
on such redemption date unless the Corporation shall default in payment of the
Redemption Price plus such full cumulative dividends accrued and unpaid
thereon;

   (vi) the name and location of any bank or trust company with which the
Corporation will deposit redemption funds pursuant to subsection (e) below;

   (vii) the then effective Conversion Price (as determined under Section
13.10.3); and

   (viii) that the right of holders to convert shares of Seventh Series to be
redeemed will terminate at the close of business on the business day next
preceding the date fixed for redemption (unless the Corporation shall default
in the payment of the Redemption Price and such full cumulative dividends
accrued and unpaid thereon).

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   Any notice that is mailed as set forth above shall be conclusively presumed
to have been duly given, whether or not the holder of shares of Seventh Series
receives such notice, and failure to give such notice by mail, or any defect in
such notice, to the holders of any shares designated for redemption shall not
affect the validity of the proceedings for the redemption of any other shares
of Seventh Series.

   (d) Mechanics of Redemption. Upon surrender in accordance with the aforesaid
notice of the certificate for any shares so redeemed (duly endorsed or
accompanied by appropriate instruments of transfer if so required by the
Corporation), the holders of record of such shares shall be entitled to receive
the redemption price, without interest, plus full cumulative dividends thereon
accrued and unpaid up to but excluding such redemption date out of funds
legally available therefor. If fewer than all the shares represented by any
such certificate are redeemed, a new certificate representing the unredeemed
shares shall be issued without cost to the holder thereof.

   (e) Redemption Funds. On the date of any redemption being made pursuant to
this Section, the Corporation shall, and at any time after notice of such
redemption shall have been mailed and before the date of redemption the
Corporation may, deposit for the benefit of the holders of shares of Seventh
Series to be redeemed the funds necessary for such redemption with a bank or
trust company in the City of New York having a capital and surplus of at least
$1 billion, with instructions to such bank or trust company to pay the full
redemption amounts as provided herein to the holders of shares of Seventh
Series upon surrender of certificates for such shares; provided, however, that
the making of such deposit shall not release the Corporation from any of its
obligations hereunder. Any moneys so deposited by the Corporation and unclaimed
at the end of two years from the date designated for such redemption shall
revert to the general funds of the Corporation and, upon demand, such bank or
trust company shall pay over to the Corporation such unclaimed amounts and
thereupon such bank or trust company shall be relieved of all responsibility in
respect thereof and any holder of shares of Seventh Series so redeemed shall
look only to the Corporation for the payment of the full redemption amounts, as
provided herein.

   (f) Rights After Redemption. Notice of redemption having been given as
aforesaid, upon the deposit pursuant to subsection (e) of the full redemption
amounts as provided herein in respect of all shares of Seventh Series then to
be redeemed, notwithstanding that any certificates for such shares shall not
have been surrendered in accordance with subsection (d), from and after the
date of redemption designated in the notice of redemption: (i) the shares
represented thereby shall no longer be deemed outstanding, (ii) the rights to
receive dividends thereon shall cease to accrue, and (iii) all rights of the
holders of such shares of Seventh Series shall cease and terminate, excepting
only the right to receive the full redemption amounts as provided herein
without interest thereon. If the funds deposited are not sufficient for
redemption of the shares of the Seventh Series that were to be redeemed, then
no certificates evidencing such shares shall be deemed surrendered and such
shares shall remain outstanding and the rights of holders of shares of Seventh
Series shall continue to be those of holders of shares of the Seventh Series.

   (g) Restrictions on Redemption and Purchase. Any provision of this Section
to the contrary notwithstanding, in the event that any quarterly dividend
payable on the Seventh Series shall be in arrears and until all such dividends
in arrears shall have been paid or declared and set apart for payment, the
Corporation shall not redeem any shares of Parity Stock or Junior Stock unless
all outstanding shares of Seventh Series are simultaneously redeemed and shall
not purchase or otherwise acquire any shares of Seventh Series or any Parity
Stock or Junior Stock except (i) by conversion into or exchange for stock
ranking junior as to dividends or (ii) in accordance with a purchase or
exchange offer made by the Corporation to all holders of record of Seventh
Series and such Parity Stock upon the same terms as to holders of any series
and, in the case of offers relating to more than one series, upon such terms as
between such series as the Board of Directors or, to the extent permitted by
applicable law, any authorized committee thereof, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series of stock, will result in fair and equitable treatment as
between such series, which determination shall be conclusive.

                                      8-83
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   (h) The Corporation shall redeem the Seventh Series in whole or in part in
accordance with and to the extent required by Section 6.6 of the Restructuring
Agreement. With respect to any such redemption, (i) the provisions of Section
13.10.5(c) and Section 13.10.5(e) shall not apply and (ii) the restriction on
rights in Section 13.10.5(f) shall apply from the time of the closing of the
IPO or other primary offering contemplated by Section 6.6 of the Restructuring
Agreement.

   13.10.6. Advance Notice of Certain Transactions. If the Corporation: (i)
takes any action which would require any adjustment to the Conversion Price or
the number of shares issuable upon a Conversion; (ii) is a party to a
consolidation, merger or binding share exchange, or transfers all or
substantially all of its assets to another person or entity, and any
stockholders of the Corporation must approve the transaction; or (iii)
voluntarily or involuntarily dissolves, liquidates or winds up, then, in any
such event, the Corporation shall give to the holders of the Seventh Series, at
least 10 days prior to any record date or other date set for definitive action
if there shall be no record date, a notice stating the record date for, the
anticipated effective date of such action or event and, if applicable, whether
the Corporation will adjust the Conversion Price or the number of shares
issuable upon a Conversion. Notwithstanding the foregoing, notice shall be
given no later than the time any required notice of such action or event is
given to the holders of PCS Stock.

   13.10.7. Reservation of Shares. The Corporation shall at all times keep
available and reserved for the purpose of issuance upon conversion of shares of
Seventh Series the number of shares of its Series 1 PCS Stock and the number of
shares of its Series 2 PCS Stock required for conversion of the outstanding and
any reserved shares of the Seventh Series. The Corporation shall take all
corporate and other actions necessary to ensure that all shares of PCS Stock
issuable on conversion of Seventh Series will upon issuance be duly and validly
authorized and issued, fully paid and nonassessable.

   13.10.8. Certain Protective Provisions. If at any time the full cumulative
dividends on shares of the Seventh Series have not been paid or declared and
set aside for payment for the current and all past quarterly dividend periods,
the Corporation (a) will not declare, or pay, or set apart for payment any
dividends or make any distribution, on any class or series of Parity Stock or
Junior Stock; (b) will not redeem, purchase or otherwise acquire, or permit any
subsidiary to purchase or otherwise acquire, any shares of any class or series
of Parity Stock or Junior Stock; provided that notwithstanding the foregoing,
the Corporation may at any time redeem, purchase or otherwise acquire shares of
Junior Stock in exchange for, or out of the net cash proceeds from the
substantially simultaneous sale of, other shares of Junior Stock; and (c) will
not redeem pursuant to redemption rights in the terms of such stock any Parity
Stock unless at the same time it redeems all the shares of the Seventh Series.

   13.10.9. Voting Rights. Except as otherwise required by law, each
outstanding share of the Seventh Series shall be entitled to vote on all
matters in respect of which the holders of the common stock of the Corporation
are entitled to vote, and the holders of the Seventh Series shall vote together
with the holders of all other classes or series of capital stock that have
general voting power on all such matters as a single class; provided, however,
that the affirmative vote or consent of two-thirds of the votes to which the
holders of the outstanding shares of the Seventh Series are entitled shall be
necessary for authorizing, effecting or validating the amendment, alteration or
repeal of any or the provisions of the Articles of Incorporation or of any
amendment thereto (including any certificate of designation or any similar
document relating to any series of preferred stock) of the Corporation, which
would materially and adversely affect the voting powers, preferences, rights,
powers or privileges, qualifications, limitations and restrictions of the
Seventh Series; provided, however, that neither (i) the creation, issuance, or
increase in the amount of authorized shares of, any series of preferred stock
nor (ii) the consummation of any transaction described in Section 13.10.3 in
which the voting powers, preferences, rights, powers or privileges,
qualifications, limitations and restrictions of the Seventh Series are
addressed as contemplated by such Section will (in either such case) be deemed
to materially and adversely affect such voting powers, preferences, rights,
powers or privileges, qualifications, limitations and restrictions of the
Seventh Series.

                                      8-84
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   On each matter to be voted on by the holders of the Seventh Series, each
outstanding share of the Seventh Series is entitled to a number of votes equal
to the number of votes that could be cast with respect to such matter by the
holder of that number of the series of PCS Stock into which such share of
Seventh Series could be converted if the requirements for conversion under
Section 13.10.3(c) had been satisfied by such voting party on the record date
for determining the shareholders of the Corporation who are entitled to vote
with respect to such matter.

   13.10.10. Definitions. As used in this Section 13.10 only:

   (a) the term "Affiliate" has the meaning given to such term in the
Restructuring Agreement;

   (b) the term "business day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close;

   (c) the term "Cable Holder" means any of (i) Tele-Communications, Inc., a
Delaware corporation, Comcast Corporation, a Pennsylvania corporation, or Cox
Communications, Inc., a Delaware corporation, (ii) any Affiliate of an entity
identified in clause (i) of this definition, (iii) any successor by operation
of law of an entity identified in clauses (i) or (ii) of this definition, or
(iv) any entity controlled by two or more entities identified in clauses (i)
through (iii) of this definition or this clause (iv) even if such entity is not
considered an Affiliate of any individual entity so identified;

   (d) the term "close of business" means 5:00 p.m. local New York City time on
a business day;

   (e) the term "Closing Price" for a security, on any day, means the last sale
price, regular way, per share of such security as reported on the New York
Stock Exchange on such day, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, of such security
on the New York Stock Exchange, in either case as reported on the New York
Stock Exchange Composite Transactions Tape, or if such security is not then
listed or admitted to trading on such exchange, on the principal national
securities exchange on which such security is then listed or admitted to
trading, or if such security is not then listed or admitted to trading on any
national securities exchange, as quoted through the National Market tier of The
Nasdaq Stock Market;

   (f) "Convertible Securities" means any or all options, warrants, securities
and rights which are convertible into or exercisable or exchangeable for PCS
Stock at the option of the holder thereof, or which otherwise entitle the
holder thereof to subscribe for, purchase or otherwise acquire PCS Stock.

   (g) "Current Market Price", on the Determination Date for any issuance of
rights or warrants or any distribution in respect of which the Current Market
Price is being calculated, means the average of the daily Closing Prices of the
Series 1 PCS Group Common Stock for the shortest of:

   (i) the period of 30 consecutive Trading Days commencing 45 Trading Days
before such Determination Date;

   (ii) the period commencing on the date next succeeding the first public
announcement of the issuance of rights or warrants or the distribution in
respect of which the Current Market price is being calculated and ending on the
last full Trading Day before such Determination Date; and

   (iii) the period, if any, commencing on the date next succeeding the Ex-
Dividend Date with respect to the next preceding issuance of rights or warrants
or distribution for which an adjustment is required by the provisions of clause
(D) of the first sentence of Section 13.10.3(e)(i), Section 13.10.3(e)(ii) or
Section 13.10.3(e)(iii), and ending on the last full Trading Day before such
Determination Date.

   If the record date for an issuance of rights or warrants or a distribution
for which an adjustment is required by the provisions of clause (D) of the
first sentence of Section 13.10.3(e)(i), Section 13.10.3(e)(ii) or Section

                                      8-85
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13.10.3(e)(iii)(the "preceding adjustment event") precedes the record date for
the issuance or distribution in respect of which the Current Market Price is
being calculated and the Ex-Dividend Date for such preceding adjustment event
is on or after the Determination Date for the issuance or distribution in
respect of which the Current Market Price is being calculated, then the Current
Market Price shall be adjusted by deducting therefrom the fair market value (on
the record date for the issuance or distribution in respect of which the
Current Market Price is being calculated), as determined in good faith by the
Board of Directors, of the capital stock, rights, warrants, assets or evidences
of indebtedness issued or distributed in respect of each share of Series 1 PCS
Group Common Stock in such preceding adjustment event. Further, in the event
that the Ex-Dividend Date (or in the case of a subdivision, combination or
reclassification, the effective date with respect thereto) with respect to a
dividend, subdivision, combination or reclassification to which clauses (A),
(B), (C) or (D) of the first sentence of Section 13.10.3(e)(i) applies occurs
during the period applicable for calculating the Current Market Price, then the
Current Market Price shall be calculated for such period in a manner determined
in good faith by the Board of Directors to reflect the impact of such dividend,
subdivision, combination or reclassification on the Closing Prices of the
Series 1 PCS Group Common Stock during such period.

   For purposes of this Section 13.10, the Current Market Price of a share of
Series 2 PCS Group Common Stock as of any Determination Date shall be the
Current Market Price of a share of Series 1 PCS Group Common Stock as of such
Determination Date;

   (h) "Determination Date" for any issuance of rights or warrants or any
distribution to which Section 13.10.3(e)(i) or 13.10.3(e)(ii) applies means the
earlier of (i) the record date for the determination of stockholders entitled
to receive the rights or warrants or the distribution to which such Section
applies and (ii) the Ex-Dividend Date for such right, warrants or distribution;

   (i) "Exchange Preferred Stock" means a series of convertible preferred stock
of the Corporation having terms, conditions, designations, dividend rights,
voting powers, rights on liquidation and other preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof that are identical, or as nearly so as is
practicable in the judgment of the Board of Directors, to those of the Seventh
Series for which such Exchange Preferred Stock is exchanged, except that (i)
the liquidation preference will be determined as provided in Section
13.10.3(e)(vii) or Section 13.10.3(e)(viii), as applicable, (ii) the running of
any time periods pursuant to the terms of the Seventh Series shall be tacked to
the corresponding time periods in the Exchange Preferred Stock and (iii) the
Exchange Preferred Stock will not be convertible into, and the holders will
have no conversion rights thereunder with respect to, (x) in the case of a
redemption of Redeemable Capital Stock, the Redeemable Capital Stock redeemed,
or the Redemption Securities issued, in the Redemption Event, and (y) in the
case of a Spin Off, the Spin Off Securities;

   (j) "Ex-Dividend Date" shall mean the date on which "ex-dividend" trading
commences for a dividend, an issuance of rights or warrants or a distribution
to which any of Section 13.10.3(e)(i), Section 13.10.3(e)(ii) or Section
13.10.3(e)(iii) applies in the over-the-counter market or on the principal
exchange on which the Series 1 PCS Stock is then quoted or listed;

   (k) the term "Initial Conversion Price" shall be an amount equal to
$15.3733.

   (l) "IPO" has the meaning given to such term in the Restructuring Agreement;

   (m) the term "IPO Price" means the price per share of Series 1 PCS Stock in
the IPO;

   (n) the term "Junior Stock" means any stock ranking junior as to dividends
or upon liquidation, dissolution or winding up to the Seventh Series;

   (o) the term "Lien" means any mortgage, pledge, security interest, adverse
claim, encumbrance, lien (statutory or otherwise) or charge of any kind
(including any agreement to give any of the foregoing, any

                                      8-86
<PAGE>

conditional sale or other title retention agreement, any lease in the nature
thereof, and the filing of or agreement to give any financing statement under
the Uniform Commercial Code or similar applicable law of any jurisdiction) or
any other type of preferential arrangement for the purpose, or having the
effect, of protecting a creditor against loss or securing the payment or
performance of an obligation;

   (p) the term "Mirror Preferred Stock" means convertible preferred stock
issued by (i) in the case of a redemption of Redeemable Capital Stock, the
issuer of the applicable Redemption Securities, and (b) in the case of a Spin
Off, the issuer of the applicable Spin Off Securities and having terms,
designations, conditions, dividend rights, voting powers, rights on liquidation
and other preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof that are
identical, or as nearly so as is practicable in the judgment of the Board of
Directors, to those of the Seventh Series for which such Mirror Preferred Stock
is exchanged, except that (i) the liquidation preference will be determined as
provided in Section 13.10.3(e)(vii) or Section 13.10.3(e)(viii), as applicable,
(ii) the running of any time periods pursuant to the terms of the Seventh
Series shall be tacked to the corresponding time periods in the Mirror
Preferred Stock and (iii) the Mirror Preferred Stock shall be convertible into
the kind and amount of Redemption Securities or Spin Off Securities, as
applicable, and other securities and property that the holder of a share of
Seventh Series in respect of which such Mirror Preferred Stock is issued
pursuant to the terms hereof would have received (x) in the case of the
redemption of Redeemable Capital Stock, upon such redemption had such share of
Seventh Series been converted immediately prior to the effective date of the
Redemption Event and (y) in the case of a Spin Off, in such Spin Off had such
share of Seventh Series been converted immediately prior to the record date for
such Spin Off;

   (q) the term "Parity Stock" means any stock ranking on a parity as to
dividends or upon liquidation, dissolution or winding up with the Seventh
Series;

   (r) the term "PCS Stock" means the Series 1 PCS Stock, the Series 2 PCS
Stock and the Series 3 PCS Stock;

   (s) the term "Premium Price," which shall be measured as of the effective
date of the redemption referred to in Section 13.10.5(a), means the greater of
(i) 110% of the Liquidation Preference and (ii) 110% of the product of (A) the
number of shares of PCS Stock (or other securities) into which a share of
Seventh Series is convertible as of such redemption date multiplied by (B) the
average of the Closing Prices for the Series 1 PCS Stock (or, if the Seventh
Series is then convertible into a different publicly traded security of the
Corporation, then the average of the Closing Prices of such publicly traded
security) for the 30 consecutive Trading Days ending on the 5th Trading Day
prior to such redemption date.

   (t) the term "record date" means such date as from time to time fixed by the
Board of Directors with respect to the receipt of dividends, the receipt of a
redemption price upon redemption or the taking of any action or exercise of any
voting rights;

   (u) the term "Redeemable Capital Stock" means a class or series of capital
stock of the Corporation that provides by its terms a right in favor of the
Corporation to call, redeem, exchange or otherwise acquire all of the
outstanding shares or units of such class or series;

   (v) the term "Redemption Securities" means, with respect to the redemption
of any Redeemable Capital Stock, stock of a Subsidiary of the Corporation that
is distributed by the Corporation in payment, in whole or in part, of the
redemption price of such Redeemable Capital Stock;

   (w) the term "Restructuring Agreement" means that Restructuring and Merger
Agreement, dated as of May 26, 1998, among the Corporation, Tele-
Communications, Inc., Comcast Corporation, Cox Communications, Inc. and certain
of their respective Affiliates;

   (x) the term "Series 1 PCS Stock" means the PCS Common Stock--Series 1, par
value $1.00 per share, of the Corporation;

                                      8-87
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   (y) the term "Series 2 PCS Stock" means the PCS Common Stock--Series 2, par
value $1.00 per share, of the Corporation;

   (z) the term "Series 3 PCS Stock" means the PCS Common Stock--Series 3, par
value $1.00 per share, of the Corporation;

   (aa) the term "Spin Off" means the distribution of stock of a Subsidiary of
the Corporation as a dividend to all holders of PCS Stock.

   (bb) the term "Spin Off Securities" means stock of a Subsidiary of the
Corporation that is distributed to holders of PCS Stock in a Spin Off.

   (cc) the term "Subsidiary" means, with respect to any person, any
corporation, limited liability company, partnership or other legal entity more
than 50% of whose outstanding voting securities or membership, partnership or
other ownership interests, as the case may be, are directly or indirectly owned
by such person.

   (dd) the term "Trading Day" means a day on which the principal national
securities exchange on which the Series 1 PCS Stock is listed or admitted to
trading, or The Nasdaq Stock Market, as applicable, if the Series 1 PCS Stock
is not listed or admitted to trading on any national securities exchange, is
open for the transaction of business (unless such trading shall have been
suspended for the entire day) or, if the Series 1 PCS Stock is not listed or
admitted to trading on any national securities exchange or The Nasdaq Stock
Market, any Business Day; and

   (ee) the term "Transfer" means any act pursuant to which, directly or
indirectly, the ownership of the assets or securities in question is sold,
transferred, conveyed, delivered or otherwise disposed, but shall not include
(a) any grant of Liens or (b) any conversion or exchange of any security of
this Corporation pursuant to a merger or other business combination involving
this Corporation.

                                    Seventh

   1. In addition to any affirmative vote required by law or these Articles of
Incorporation, and except as expressly provided in Section 2 of this ARTICLE
SEVENTH, the affirmative vote of the holders of eighty (80) percent of the
outstanding shares of the Corporation entitled to vote in an election of
Directors shall be required for the approval or authorization of any Business
Combination (as hereinafter defined).

   2. The provisions of Section 1 of this ARTICLE SEVENTH shall not be
applicable if:

   A. The Business Combination shall have been approved by a majority of the
Continuing Directors (as hereinafter defined); provided, however, that such
approval shall only be effective if obtained at a meeting of Directors at which
at least seven Continuing Directors are present; or

   B. The Business Combination is a merger or consolidation and the cash or
Fair Market Value (as hereinafter defined) of the property, securities or other
consideration to be received per share by the stockholders of each class of
stock of the Corporation in the Business Combination, if applicable, is not
less than the highest per share price paid by the Interested Stockholder (as
hereinafter defined), with appropriate adjustments for stock splits, stock
dividends and like distributions, in the acquisition by the Interested
Stockholder of any of its holdings of each class of the Corporation's capital
stock.

   3. For purposes of this ARTICLE SEVENTH:

   A. The term "Business Combination" means:

   (i) any merger or consolidation of the Corporation or any subsidiary of the
Corporation with (a) any Interested Stockholder or (b) any other corporation
(whether or not itself an Interested Stockholder) which is, or after such
merger or consolidation would be, an Affiliate (as defined on October 1, 1982
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of an Interested Stockholder;

                                      8-88
<PAGE>

   (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder or any Affiliate of any Interested Stockholder of any
assets of the Corporation or any subsidiary of the Corporation that have an
aggregate Fair Market Value of $1,000,000 or more;

   (iii) the issuance or transfer by the Corporation or any subsidiary of the
Corporation (in one transaction or a series of transactions) of any securities
of the Corporation or any subsidiary of the Corporation to any Interested
Stockholder or any Affiliate of any Interested Stockholder in exchange for
cash, securities or other property (or a combination thereof) having an
aggregate Fair Market Value of $1,000,000 or more;

   (iv) the adoption of any plan or proposal for the liquidation or dissolution
of the Corporation proposed by or on behalf of an Interested Stockholder or any
Affiliate of any Interested Stockholder; or

   (v) any reclassification of securities (including any reverse stock split),
or recapitalization of the Corporation, or any merger or consolidation of the
Corporation with any of its subsidiaries or any other transaction (whether or
not with or into or otherwise involving an Interested Stockholder) which has
the effect, directly or indirectly, of increasing the proportionate share of
the outstanding shares of any class of equity or convertible securities of the
Corporation or any subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any Interested Stockholder.

   B. The term "Continuing Director" means any member of the Board of Directors
of the Corporation who is unaffiliated with the Interested Stockholder and was
a member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a Continuing
Director if the successor is unaffiliated with the Interested Stockholder and
is recommended or elected to succeed a Continuing Director by a majority of
Continuing Directors, provided that such recommendation or election shall only
be effective if made at a meeting of Directors at which at least seven
Continuing Directors are present.

   C. The term "Fair Market Value" means:

   (i) in the case of stock, the highest closing sale price during the 30-day
period immediately preceding the date in question of a share of such stock on
the Composite Tape for New York Stock Exchange-listed stocks, or, if such stock
is not quoted on the Composite Tape, on the New York Stock Exchange, or, if
such stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Exchange Act on which such stock is
listed, or, if such stock is not listed on any such exchange, the highest
closing bid quotation with respect to a share of such stock during the 30-day
period preceding the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use, or if no
such quotations are available, the fair market value on the date in question of
a share of such stock as determined in good faith by a majority of Continuing
Directors, provided that such determination shall only be effective if made at
a meeting of Directors at which at least seven Continuing Directors are
present; or

   (ii) in the case of property or securities other than cash or stock, the
fair market value of such property or securities on the date in question as
determined in good faith by a majority of Continuing Directors, provided that
such determination shall only be effective if made at a meeting of Directors at
which at least seven Continuing Directors are present.

   D. The term "Interested Stockholder" means and includes, as of the date of
any proposed Business Combination, any individual, corporation, partnership or
other person or entity which, together with its "Affiliates" and "Associates"
(as defined on October 1, 1982 in Rule 12b-2 under the Exchange Act),
"Beneficially Owns" (as defined on October 1, 1982 in Rule 13d-3 under the
Exchange Act) in the aggregate ten percent or more of the outstanding shares of
the Corporation entitled to vote in an election of Directors, and any Affiliate
or Associate of any such individual, corporation, partnership or other person
or entity.

                                      8-89
<PAGE>

                                    Eighth

   1. Prevention of "Greenmail." Any direct or indirect purchase or other
acquisition by this Corporation of any Equity Security (as hereinafter
defined) of any class at a price above Market Price (as hereinafter defined)
from any Interested Securityholder (as hereinafter defined) who has
beneficially owned any Equity Security of the class to be purchased for less
than two years prior to the date of such purchase or any agreement in respect
thereof shall, except as hereinafter expressly provided, require the
affirmative vote of the holders of at least a majority of the voting power of
the then outstanding shares of capital stock of this Corporation entitled to
vote generally in the election of directors (the "Voting Stock"), excluding
Voting Stock beneficially owned by such Interested Securityholder, voting
together as a single class (it being understood that for the purposes of this
ARTICLE EIGHTH, each share of the Voting Stock shall have the number of votes
granted to it pursuant to ARTICLE SIXTH of these Articles of Incorporation).
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser percentage may be specified, by law or any
agreement with any national securities exchange, or otherwise, but (i) no such
affirmative vote shall be required with respect to any purchase, redemption or
other acquisition by this Corporation of capital stock from FT, DT, any
Qualified Subsidiary or any Qualified Stock Purchaser pursuant to the
provisions of the Investment Documents (as such term is defined in Section 10
of ARTICLE SIXTH of these Articles of Incorporation) or these Articles of
Incorporation, (ii) no such affirmative vote shall be required with respect to
any purchase or other acquisition of securities made as part of a tender or
exchange offer by this Corporation to purchase securities of the same class
made on the same terms to all holders of such securities and complying with
the applicable requirements of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (or any subsequent provisions replacing such
Act, rules or regulations), and (iii) no such affirmative vote shall be
required with respect to any purchase, redemption, conversion or other
acquisition by this Corporation of Series 2 FON Stock or PCS Stock (as defined
in ARTICLE SIXTH) from a holder thereof pursuant to the provisions of these
Articles of Incorporation.

   2. Certain Definitions. For the purposes of this ARTICLE EIGHTH:

   A. A "person" means any individual, firm, corporation or other entity.

   B. "Interested Securityholder" means any person (other than the Corporation
or any corporation of which a majority of any class of Equity Security is
owned, directly or indirectly, by the Corporation) who or which:

   (i) is the beneficial owner, directly or indirectly, of 5% or more of the
class of securities to be acquired; or

   (ii) is an Affiliate of the Corporation and at any time within the two-year
period immediately prior to the date in question was the beneficial owner,
directly or indirectly, of 5% or more of the class of securities to be
acquired; or

   (iii) is an assignee or has otherwise succeeded to any shares of the class
of securities to be acquired which were at any time within the two-year period
immediately prior to the date in question beneficially owned by an Interested
Securityholder, if such assignment or succession shall have occurred in the
course of a transaction or transactions not involving a public offering within
the meaning of the Securities Act of 1933, as amended.

   C. A person shall be a "beneficial owner" of any security of any class of
the Corporation:

   (i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or

   (ii) which such person or any of its Affiliates or Associates has (a) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time), pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (b) any right to vote pursuant to any agreement,
arrangement or understanding; or

                                     8-90
<PAGE>

   (iii) which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any security of any class of the Corporation.

   D. For the purposes of determining whether a person is an Interested
Securityholder pursuant to paragraph B of this Section 2, the relevant class of
securities outstanding shall be deemed to comprise all such securities deemed
owned through application of paragraph C of this Section 2, but shall not
include other securities of such class which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

   E. "Affiliate" or "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on October 1, 1982.

   F. "Equity Security" shall have the meaning ascribed to such term in Section
3(a)(11) of the Securities Exchange Act of 1934, as in effect on January 1,
1985.

   G. "Market Price" means the highest closing sale price during the thirty-day
period immediately preceding the date in question, of a share of any Equity
Security on the Composite Tape for New York Stock Exchange issues or, if such
Equity Security is not quoted on the Composite Tape or is not listed on such
Exchange, on the principal United States security exchange registered under the
Securities Exchange Act of 1934, as amended, on which such Equity Security is
listed, or, if such Equity Security is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such Equity Security
during the thirty-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations System or any
system then in use, or, if no such quotations are available, the fair market
value on the date in question of a share of such Equity Security.

   3. Compliance. The Board of Directors of the Corporation shall have the
power to determine the application of, or compliance with, this ARTICLE EIGHTH,
including, without limitation: (i) whether a person is an Interested
Securityholder; (ii) whether a person is a beneficial owner of any Equity
Security; and (iii) the Market Price of any Equity Security. Any decision or
action taken by the Board of Directors arising out of or in connection with the
construction, interpretation and effect of this ARTICLE EIGHTH shall lie within
its absolute discretion and shall be conclusive and binding, except in
circumstances involving bad faith.

                                     NINTH

   No Director of the Corporation shall be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty by such
Director as a Director; provided, however, that this ARTICLE NINTH shall not
eliminate or limit the liability of a Director to the extent provided by
applicable law (i) for any breach of the Director's duty of loyalty to the
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 51 of the General Corporation Code of the State of Kansas, or
(iv) for any transaction from which the Director derived an improper personal
benefit. No amendment to or repeal of this ARTICLE NINTH shall apply to or have
any effect on the liability or alleged liability of any Director of the
Corporation for or with respect to any acts or omissions of such Director
occurring prior to such amendment or repeal.


                                      8-91
<PAGE>

   IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of
said Corporation this    day of       , 2000.

                                          _____________________________________
                                              Don A. Jensen, Vice President

                                          _____________________________________
                                          Michael T. Hyde, Assistant Secretary

State of Kansas
                  ss.
County of Johnson

   Be it remembered that before me, a Notary Public in and for the aforesaid
county and state, personally appeared: Don A. Jensen, Vice President, and
Michael T. Hyde, Assistant Secretary, of Sprint Corporation, a corporation, who
are known to me to be the same persons who executed the foregoing Amended and
Restated Articles of Incorporation, and duly acknowledged the execution of the
same this    day of       , 2000.

                                          _____________________________________
                                                      Notary Public

My appointment expires:

                                      8-92
<PAGE>

                                                                         ANNEX 9
                                    FORM OF
                              AMENDED AND RESTATED
                               SPRINT CORPORATION
                                     BYLAWS

                                   ARTICLE I

                               Name and Location

   Section 1. The name of the Corporation shall be the name set forth in the
Articles of Incorporation.

   Section 2. The principal office of the Corporation is located at 2330
Shawnee Mission Parkway, Westwood, Kansas.

   Section 3. Other offices for the transaction of business of the Corporation
may be located at such place in Kansas or elsewhere as the Board of Directors
may from time to time determine.

                                   ARTICLE II

                                 Capital Stock

   Section 1. All certificates of stock shall be signed by the Chairman of the
Board of Directors, the President or a Vice President and the Secretary or an
Assistant Secretary, and sealed with the corporate seal.

   Section 2. Transfers of stock shall be made on the books of the Corporation
upon the surrender of the old certificate properly endorsed, and said old
certificate shall be cancelled before a new certificate is issued.

   Section 3. A new certificate of stock may be issued in the place of any
certificate theretofore issued, alleged to have been lost or destroyed, and the
Corporation may, in its discretion, require the owner of the lost or destroyed
certificate, or its legal representative, to give a bond sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss of any certificate.

   Section 4. No holder of shares of any class of this Corporation, or holder
of any securities or obligations convertible into shares of any class of this
Corporation, shall have any preemptive right whatsoever to subscribe for,
purchase or otherwise acquire shares of this Corporation of any class, whether
now or hereafter authorized; provided, however, that nothing in SECTION 4 shall
prohibit the Corporation from granting, contractually or otherwise, to any such
holder, the right to purchase additional securities of the Corporation.

                                  ARTICLE III

                             Stockholders' Meetings

   Section 1. The annual meeting of the stockholders of the Corporation shall
be held on the third Tuesday of April in each year, either within or without
the State of Kansas, as may from time to time be determined by the Board of
Directors. At such meeting the stockholders shall elect directors in the manner
provided in the Articles of Incorporation of the Corporation. The stockholders
may transact such other business at such annual meetings as may properly come
before the meeting.

   Section 2. A special meeting of the holders of any one or more classes of
the capital stock of the Corporation entitled to vote as a class or classes
with respect to any matter, as required by law or as provided in the Articles
of Incorporation, may be called at any time and place by the Chairman, the
President or the Board of Directors, and shall be called by the Chairman, the
President or the Secretary on the written request of

                                      9-1
<PAGE>

the holders of record of a majority of the shares of stock of such class or
classes issued and outstanding and entitled to vote.

   Section 3. Notice of the time and place of all annual meetings and of the
time, place and purpose of all special meetings (other than meetings of the
holders of the Class A Stock separately as a class) shall be mailed by the
Secretary to each stockholder at his last known post office address as it
appears on the records of the Corporation at least twenty (20) days before the
date set for such meeting.

   Section 4. Nominations of persons for election to the Board of the
Corporation at a meeting of the stockholders may be made by or at the direction
of the Board of Directors or may be made at a meeting of stockholders by any
stockholder of the Corporation who is entitled to vote for the election of
Directors at the meeting in compliance with the notice procedures set forth in
this SECTION 4 of ARTICLE III. Such nominations, other than those made by or at
the direction of the Board, shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than fifty (50) days nor more than seventy-five (75)
days prior to the meeting; provided, however, that in the event that less than
sixty-five (65) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received no later than the close of business on the fifteenth
(15th) day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made, whichever first occurs. Such
stockholder's notice to the Secretary shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
Director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by the person and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of Directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended; and (b) as to the stockholder giving the notice (i)
the name and record address of the stockholder and (ii) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
stockholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as Director of the
Corporation. No person shall be eligible for election as a Director of the
Corporation at a meeting of the stockholders unless such person has been
nominated in accordance with the procedures set forth herein. If the facts
warrant, the Chairman of the meeting shall determine and declare to the meeting
that a nomination does not satisfy the requirements set forth in the preceding
sentence and the defective nomination shall be disregarded. Nothing in this
SECTION 4 shall be construed to affect the requirements for proxy statements of
the Corporation under Regulation 14A of the Exchange Act.

   Section 5. At any meeting of the stockholders (other than a separate meeting
of the holders of the Class A Stock), only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before a meeting (other than a separate meeting of the holders of the Class A
Stock), business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before a meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than fifty (50) days nor more than seventy-five (75)
days prior to the meeting; provided, however, that in the event that less than
sixty-five (65) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received no later than the close of business on the fifteenth
(15th) day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made, whichever first occurs. Such
stockholder's notice to the Secretary shall set forth (a) as to each matter the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, and (b) as to the stockholder

                                      9-2
<PAGE>

giving the notice (i) the name and record address of the stockholder, (ii) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder and (iii) any material interest of the
stockholder in such business. No business shall be conducted at a meeting of
the stockholders (other than a separate meeting of the holders of the Class A
Stock) unless proposed in accordance with the procedures set forth herein. The
Chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the foregoing procedure and such business shall not be
transacted. To the extent this SECTION 5 shall be deemed by the Board of
Directors or the Securities and Exchange Commission, or finally adjudged by a
court of competent jurisdiction, to be inconsistent with the right of
stockholders to request inclusion of a proposal in the Corporation's proxy
statement pursuant to Rule 14a-8 promulgated under the Securities Exchange Act
of 1934, as amended, such rule shall prevail.

   Section 6. The Chairman of the Board of Directors, or in his absence the
President, or in his absence or inability to act, a Vice President shall
preside at all stockholders' meetings (other than meetings of the holders of
the Class A Stock separately as a class).

   Section 7. Except as otherwise provided in the Articles of Incorporation of
the Corporation, at each meeting of the stockholders, each stockholder shall be
entitled to cast one vote for each share of voting stock standing of record on
the books of the Corporation, in his name, and may cast such vote either in
person or by proxy.

   Section 8. Except as otherwise provided in the Articles of Incorporation of
the Corporation, each stockholder shall have the right to vote, in person or by
proxy, a number of votes equal to the number of shares of stock owned by the
stockholder for each Director to be elected. Stockholders shall not be entitled
to cumulative voting of their shares in elections of Directors.

   Section 9. 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 of the
then outstanding voting shares of the Corporation shall be required and be
sufficient to constitute a quorum for the election of directors. At a meeting
held for any purpose other than the election of directors, shares representing
a majority of the votes entitled to be cast on such matter, present in person
or represented by proxy, shall constitute a quorum. In the absence of the
required quorum at any meeting of stockholders, a majority of such holders
present in person or by proxy shall have the power to adjourn the meeting, from
time to time, without notice (except as required by law) other than an
announcement at the meeting, until a quorum shall be present.

   Section 10. At each of the annual stockholders' meetings, one of the
executive officers of the Corporation shall submit a statement of the business
done during the preceding year, together with a report of the general financial
condition of the Corporation.

                                   ARTICLE IV

                                   Directors

   Section 1. The business and property of the Corporation shall be managed by
a Board consisting of such number of Directors as is determined from time to
time in accordance with the provisions of the Articles of Incorporation of the
Corporation. The Board of Directors may elect one of their number to act as
Chairman of the Board.

   Section 2. Each Director upon his election shall qualify by filing his
written acceptance with the Secretary or an Assistant Secretary and by
fulfilling any prerequisite to qualification that may be set forth in the
Articles of Incorporation of the Corporation.

                                      9-3
<PAGE>

   Section 3. The annual meeting of the directors shall be held immediately
after the adjournment of each annual meeting of the stockholders and in the
event a quorum is not present, said meeting shall be held within ten days after
adjournment upon proper notice by the Chairman of the Board of Directors, the
President or a Vice President.

   Section 4. Special meetings of the Board of Directors may be called at any
time or place by the Chairman of the Board or by the President, and in the
absence or inability of either of them to act, by a Vice President, and may
also be called by any two members of the Board. By unanimous consent of the
directors, special meetings of the Board may be held without notice, at any
time and place.

   Section 5. Notice of all regular and special meetings of the Board of
Directors or the Executive Committee or any committee established pursuant to
SECTION 12 of ARTICLE IV (an "Other Committee") shall be sent to each Director
or member of such committee, as the case may be, by the Secretary, by a means
reasonably calculated to be received at least seven (7) days prior to the time
fixed for such meeting, or notice of special meetings of the Board of Directors
or the Executive Committee or any Other Committee may be given by telephone,
telegraph, telefax or telex to each Director or member of such committee, as
the case may be, at least twenty-four (24) hours prior to the time fixed for
such meeting, or on such shorter notice as the person or persons calling the
meeting may reasonably deem necessary or appropriate in the circumstances. To
the extent provided in the notice of the meeting or as otherwise determined by
the Chairman of the Board or the Board of Directors, Directors may participate
in any regular or special meeting by means of conference telephone or similar
communications equipment which allows all persons participating in such meeting
to hear each other, and participation in such meeting by means of such a device
shall constitute presence in person at such meeting.

   Section 6. Except as otherwise provided in the Articles of Incorporation of
the Corporation, a quorum for the transaction of business at any meeting of the
directors shall consist of a majority of the members of the Board, but the
directors present, although less than a quorum, shall have the power to adjourn
the meeting from time to time or to some future date.

   Section 7. The directors shall elect the officers of the Corporation and fix
their salaries. Such election shall be made at the Directors' meeting following
each annual stockholders' meeting.

   Section 8. The Board of Directors from time to time, as they may deem
proper, shall have authority to appoint a general manager, counsel or attorneys
and other employees for such length of time and upon such terms and conditions
and at such salaries as they may deem necessary and/or advisable.

   Section 9. The members of the Board of Directors shall receive compensation
for their services in such amount as may be reasonable and proper and
consistent with the time and service rendered. The members of the Board of
Directors shall receive the reasonable expenses necessarily incurred in the
attendance of meetings and in the transaction of business for the Corporation.

   Section 10.

   (a) Indemnification.

     (1) Actions Other Than Those by or in the Right of the Corporation. The
  Corporation shall indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the Corporation)
  by reason of the fact that such person is or was a director, officer,
  employee or agent of the Corporation, or is or was serving at the request
  of the Corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by such person in connection
  with such action, suit or proceeding if such

                                      9-4
<PAGE>

  person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interests of the Corporation (or such
  other corporation or organization), and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe such person's
  conduct was unlawful. The termination of any action, suit or proceeding by
  judgment, order, settlement, conviction, or upon a plea of nolo contendere
  or its equivalent, shall not, of itself, create a presumption that the
  person did not act in good faith and in a manner which such person
  reasonably believed to be in or not opposed to the best interests of the
  Corporation, and, with respect to any criminal action or proceeding, had
  reasonable cause to believe that such person's conduct was unlawful.

     (2) Action by or in the Right of the Corporation. The Corporation shall
  indemnify any person who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action or suit by or in the
  right of the Corporation to procure a judgment in its favor by reason of
  the fact that such person is or was a director, officer, employee or agent
  of the Corporation, or is or was serving at the request of the Corporation
  as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise, against expenses
  (including attorneys' fees) actually and reasonably incurred by such person
  in connection with the defense or settlement of such action or suit if such
  person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interests of the Corporation (or such
  other corporation or organization) and except that no indemnification shall
  be made in respect of any claim, issue or matter as to which such person
  shall have been adjudged to be liable to the Corporation (or such other
  corporation or organization) unless and only to the extent that the court
  in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which such court shall deem proper.

     (3) Successful Defense of Action. Notwithstanding, and without
  limitation of, any other provision of this SECTION 10, to the extent that a
  director, officer, employee or agent of the Corporation has been successful
  on the merits or otherwise in defense of any action, suit or proceeding
  referred to in paragraph (1) or (2) of this sub-Section (a), or in defense
  of any claim, issue or matter therein, such director, officer, employee or
  agent shall be indemnified against expenses (including attorneys' fees)
  actually and reasonably incurred by such person in connection therewith.

     (4) Determination Required. Any indemnification under paragraph (1) or
  (2) of this sub-Section (a) (unless ordered by a court) shall be made by
  the Corporation only as authorized in the specific case upon a
  determination that indemnification of the director, officer, employee or
  agent is proper in the circumstances because such director, officer,
  employee or agent has met the applicable standard of conduct set forth in
  said paragraph. Such determination shall be made (i) by the Board of
  Directors by a majority vote of a quorum consisting of directors who were
  not parties to the particular action, suit or proceeding, or (ii) if such a
  quorum is not obtainable, or, even if obtainable, a quorum of disinterested
  directors so directs, by independent legal counsel in a written opinion, or
  (iii) by the stockholders.

     (5) Advance of Expenses. Expenses incurred in defending a civil or
  criminal action, suit or proceeding may be paid by the Corporation in
  advance of the final disposition of such action, suit or proceeding upon
  receipt of a satisfactory undertaking by or on behalf of the director,
  officer, employee or agent to repay such amount if it shall ultimately be
  determined that such person is not entitled to be indemnified by the
  Corporation as authorized in this sub-Section (a).

   (b) Insurance. The Corporation may, when authorized by the Board of
Directors, purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of sub-Section (a). The risks
insured under any insurance policies purchased and maintained on behalf of any
person as aforesaid or on behalf of the Corporation shall not be limited in any
way by the terms of this SECTION 10 and

                                      9-5
<PAGE>

to the extent compatible with the provisions of such policies, the risks
insured shall extend to the fullest extent permitted by law, common or
statutory.

   (c) Nonexclusivity; Duration. The indemnifications and rights provided by,
or granted pursuant to, this SECTION 10 shall not be deemed exclusive of any
other indemnifications, rights or limitations of liability to which any person
may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, either as to action in such person's
official capacity or as to action in another capacity while holding office, and
they shall continue although such person has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators. The authorization to purchase and maintain
insurance set forth in sub-Section (b) shall likewise not be deemed exclusive.

   Section 11. The Chief Executive Officer of the Corporation, together with no
more than five additional Directors, shall constitute an Executive Committee of
the Board of Directors. The Executive Committee between regular meetings of the
Board of Directors shall manage the business and property of the Corporation
and shall have the same power and authority as the Board of Directors;
provided, however, the Executive Committee shall not act (other than to make
recommendations) in those cases where it is provided by law or by the Articles
of Incorporation of the Corporation that any vote or action in order to bind
the Corporation shall be taken by the Directors. Members of the Executive
Committee may participate in any meeting of the Executive Committee by means of
conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other, and participation in a
meeting by means of such a device shall constitute presence in person at such
meeting.

   The Executive Committee shall keep a record of its proceedings and may hold
meetings upon one (1) day's written notice or upon waiver of notice signed by
the members either before or after said Executive Committee meeting.

   A majority of the Executive Committee shall constitute a quorum for the
transaction of business at any meeting for which notice has been given to all
members in accordance with ARTICLE IV, SECTION 5 hereof or for which notice has
been waived by all members.

   Section 12. The Board of Directors may form any committee other than the
Executive Committee described in the preceding Section and the Capital Stock
Committee described in the next Section. Any committee so formed, to the extent
provided in the resolution of the Board of Directors pursuant to which it was
formed or in the Bylaws or pursuant to the statutes of Kansas, shall have and
may exercise all the powers and authority of the Board of Directors.

   Section 13. The Board of Directors shall form a Capital Stock Committee.
Each member of the Capital Stock Committee shall be an Independent Director or
a person who, except for a relationship with a Class A Holder or a Subsidiary
of a Class A Holder, would be an Independent Director. The Capital Stock
Committee shall have and may exercise such powers, authority and
responsibilities as may be delegated by the Board of Directors in connection
with the adoption of general policies governing the relationship between
business groups or otherwise, including such powers, authority and
responsibilities as are delegated by the Board of Directors with respect to,
among other things: (a) the business and financial relationships between the
Sprint FON Group (or any business or subsidiary allocated thereto) and the
Sprint PCS Group (or any business or subsidiary allocated thereto); (b)
dividends in respect of, and transactions by Sprint or the Sprint FON Group (or
any business or subsidiary allocated thereto) in, shares of Sprint PCS Stock;
and (c) any matters arising in connection therewith.

   (Capitalized terms not otherwise defined in the Bylaws have the meanings
ascribed to them in the Articles of Incorporation.)

                                      9-6
<PAGE>

                                   ARTICLE V

                                    Officers

   Section 1. The officers of this Corporation shall be a Chairman of the Board
of Directors, a President, as many Vice Presidents as the Board of Directors
may from time to time deem advisable and one or more of which may be designated
Executive Vice President or Senior Vice President, a Secretary, a Treasurer,
and such Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time deem advisable, and such other officers as the
Board of Directors may from time to time deem advisable and designate. The
Chairman of the Board of Directors shall be a member of and be elected by the
Board of Directors. All other officers shall be elected by the Board of
Directors. All officers shall hold office until their respective successors are
elected and shall have qualified. Any two of said offices may be held by one
person except the office of President and Vice President.

   Section 2.  The Chairman of the Board of Directors shall preside at all
meetings of the Directors and stockholders at which he is present and shall
have such other duties, power and authority as may be prescribed by the Board
of Directors from time to time. The Board of Directors may designate the
Chairman of the Board as the Chief Executive Officer of the Corporation with
all of the powers otherwise conferred upon the President of the Corporation
under these Bylaws, or it may, from time to time, divide the responsibilities,
duties and authority for the general control and management of the
Corporation's business and affairs between the Chairman of the Board and the
President.

   Section 3. Unless the Board of Directors otherwise provides, the President
shall be the Chief Executive Officer of the Corporation with such general
executive powers and duties of supervision and management as are usually vested
in such office and shall perform such other duties as are authorized by the
Board of Directors. The Chairman of the Board or the President shall sign
contracts, certificates and other instruments of the Corporation as authorized
by the Board of Directors. If the Chairman of the Board is designated as the
Chief Executive Officer of the Corporation, the President shall perform such
duties as may be delegated to him by the Board of Directors and as are
conferred by law exclusively upon such office.

   Section 4. A Vice President shall have right and power to perform all duties
and exercise all authority of the President, in case of absence of the
President or upon vacancy in the office of President, and shall have all power
and authority usually enjoyed by a person holding the office of Vice President.

   Section 5. The Secretary shall issue notices of all directors' and
stockholders' meetings, and shall attend and keep the minutes of the same;
shall have charge of all corporate books, records and papers; shall be
custodian of the corporate seal; shall attest with his signature, which may be
a facsimile signature if authorized by the Board of Directors, and impress with
the corporate seal, all stock certificates and written contracts of the
Corporation; and shall perform all other duties as are incident to his office.
Any Assistant Secretary, in the absence or inability of the Secretary, shall
perform all duties of the Secretary and such other duties as may be required.

   Section 6. The Treasurer shall have custody of all money and securities of
the Corporation and shall give bond in such sum and with such sureties as the
directors may specify, conditioned upon the faithful performance of the duties
of his office. He shall keep regular books of account and shall submit them,
together with all his records and other papers, to the directors for their
examination and approval annually; and semi-annually, or when directed by the
Board of Directors, he shall submit to each director a statement of the
condition of the business and accounts of the Corporation; and shall perform
all such other duties as are incident to his office. An Assistant Treasurer, in
the absence or inability of the Treasurer, shall perform all the duties of the
Treasurer and such other duties as may be required.

   Section 7. Any officer or employee of the Corporation shall give such bond
for the faithful performance of his duties in such sum, as and when the Board
of Directors may direct.

                                      9-7
<PAGE>

                                   ARTICLE VI

                                   Dividends

   Section 1. Dividends shall be paid out of the net income or earned surplus
of the Corporation, determined after making proper provision for required
sinking fund deposits for debt obligations and proper provisions for working
capital and such reserves as may be required by good and generally accepted
accounting practice, when declared from time to time by resolution of the Board
of Directors. No such dividends shall be declared or paid which will impair the
capital of the Corporation.

                                  ARTICLE VII

                                   Amendments

   Section 1. Except as otherwise provided in the Articles of Incorporation of
the Corporation, the Bylaws may be amended, altered or repealed by the Board of
Directors, subject to the power of stockholders to amend, alter or repeal the
Bylaws; or the Bylaws shall be amended in such other manner as may from time to
time be authorized by the laws of the State of Kansas.

                                  ARTICLE VIII

                                 Corporate Seal

   Section 1. The corporate seal of this Corporation shall have inscribed
thereon the name of the Corporation and its state of incorporation and the
words, "Seal--Incorporated 1938".

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

                                      9-8
<PAGE>

                                                                        ANNEX 10

                                    FORM OF
                         EMPLOYEES STOCK PURCHASE PLAN
                              AMENDED AND RESTATED
                       FOR 2000 AND SUBSEQUENT OFFERINGS

1. Purpose

   The purpose of this Employees Stock Purchase Plan is to encourage and enable
eligible employees of Sprint and its Subsidiaries to acquire proprietary
interests in Sprint through the ownership of Common Stock in order to establish
a closer identification of their interests with those of Sprint by providing
them with another and more direct means of participating in its growth and
earnings which, in turn, will provide motivation for participating employees to
remain in the employ of and to give greater effort on behalf of Sprint. It is
the intention of Sprint to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Code. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of that Section of the Code.

2. Definitions

   The following words or terms, when used herein, shall have the following
respective meanings:

     (a) "Account" shall mean the funds accumulated with respect to an
  individual Employee as a result of deductions from his paycheck for the
  purpose of purchasing Common Stock under this Plan. If an offering permits
  participants to purchase more than one class of Common Stock, a separate
  Account shall be established for each participant for each class of Common
  Stock the participant elects to purchase. The funds allocated to an
  Employee's Accounts shall remain the property of the respective Employee at
  all times but may be commingled with the general funds of Sprint.

     (b) "Average Market Price" shall mean the average of the high and low
  prices of the applicable Common Stock for composite transactions as
  published by major newspapers for the date in question or, if no trade of
  such Common Stock so published shall have been made on that date, the next
  preceding date on which there was a trade of such Common Stock so
  published.

     (c) "Board" shall mean the Board of Directors of Sprint.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e) "Committee" shall mean the Organization, Compensation and Nominating
  Committee of the Board unless the Board designates another committee
  consisting of three or more members of the Board who are not eligible to
  participate in this Plan.

     (f) "Compensation" shall mean compensation, as such term is defined from
  time to time in the Sprint Retirement Savings Plan for purposes of Pre-Tax
  Contributions (as defined in such plan) without regard to any limitations
  imposed by such plan under Section 401(a)(17) of the Code.

     (g) "Date of Grant" shall mean, with respect to each offering under the
  Plan, the last day of the of the Subscription Period for the offering. A
  different date may be set by resolution of the Board.

     (h) "Date of Exercise" shall mean the date on which Options shall be
  deemed exercised, which shall be the last business day of each calendar
  quarter in a Purchase Period. Different dates may be set by resolution of
  the Board.

     (i) "Eligible Employee" or "Employee" shall mean all persons
  continuously employed by Sprint or a participating Subsidiary on the 15th
  day of May immediately before the beginning of the Subscription Period for
  an offering through the Date of Grant for that offering; provided, however,
  persons whose customary employment is for less than twenty hours per week
  or for not more than five months in any calendar year shall not be an
  "Employee" or an "Eligible Employee" as those terms are used herein; and
  provided further that the Committee may determine, as to any offering under
  this Plan, that the offer will not be extended to highly compensated
  employees (within the meaning of Section 414(q) of the Code or

                                      10-1
<PAGE>

  any successor Code section). An individual who is on sick leave or other
  company approved leave on the Date of Grant and who otherwise is an
  Eligible Employee may enroll in an offering under the Plan; provided,
  however, if on the Date of Grant such leave has exceeded a period of 90
  days and the individual's right to reemployment is not guaranteed either by
  statute or by contract, the individual shall not be permitted to enroll.

     (j) "ESPP Broker" shall have the meaning assigned in Section 14(a).

     (k) "Local Plan Administrator" shall mean the person designated by the
  employer company to assist that company's Employees in Plan matters.

     (l) "Option" or "Options" shall mean the right or rights granted to
  Eligible Employees to purchase Common Stock under an offering made under
  this Plan.

     (m) "Plan" shall mean this Employees Stock Purchase Plan, as amended.

     (n) "Plan Administrator" shall mean the individual or individuals
  appointed under Section 4 to carry out certain administrative duties with
  respect to the Plan.

     (o) "Purchase Period" shall mean, with respect to each offering under
  the Plan, the period from and including the first business day in July of
  each year through the last business day of June of the following year. A
  different Purchase Period may be set by resolution of the Board. The
  Purchase Period relates to the period during which payroll deductions for
  payment for stock purchased under an offering under this Plan are made.

     (p) "Shares," "Stock" or "Common Stock" shall mean shares of any class
  of common stock of Sprint that is publicly traded, including shares of
  Series 1 FON Stock (the "FON Stock") and shares of Series 1 PCS Stock (the
  "PCS Stock").

     (q) "Subscription Period" shall mean, with respect to each offering
  under the Plan, the period of time from the first business day of June
  through the last day of June immediately preceding the Purchase Period for
  the offering. A different Subscription Period may be set by resolution of
  the Board.

     (r) "Sprint" shall mean Sprint Corporation, a Kansas corporation, or its
  successor.

     (s) "Subsidiary" shall mean a corporation, domestic or foreign, of which
  not less than 50% of the voting securities are held by Sprint or by Sprint
  together with one or more of its Subsidiaries whether or not such
  corporation now exists or is hereafter organized or acquired by Sprint or a
  Subsidiary.

3. Number of Shares Under the Plan

   A total of 40 million shares of FON Stock and a total of 28 million shares
of PCS Stock may be sold to Eligible Employees under this Plan. For this
purpose, each share of Common Stock, par value $2.50 per share, sold to
Eligible Employees before the recapitalization in November 1998 of such shares
into shares of FON Stock and PCS Stock shall be counted as a sale of two shares
of FON Stock and one share of PCS Stock and each share of FON Stock sold to
Eligible Employees after the recapitalization in November 1998 and before the
May 1999 two-for-one stock split of the FON Stock shall be counted as a sale of
two shares of FON Stock. Furthermore, each share of PCS Stock sold to Eligible
Employees after the recapitalization in November 1998 and before the January
2000 two-for-one stock split of the PCS Stock shall be counted as a sale of two
shares of PCS Stock. The available shares were appropriately adjusted for the
two-for-one stock split of both FON Stock and PCS Stock. The Shares used under
the Plan may be newly issued Shares or may be Shares purchased for the Plan on
the open market or from private sources, at the option of Sprint. Such Shares
may be sold pursuant to one or more offerings under the Plan. With respect to
each offering, the Board of Directors will specify the Subsidiaries
participating in the offering and such other terms and conditions not
inconsistent with this Plan as may be necessary or appropriate.

   In the event of reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, offerings of rights, or
any other change in the structure of Common Stock, the Board may make such
adjustment, if any, as it may deem appropriate in the number, kind, and the
Option price of Shares available for purchase under the Plan, and in the number
of Shares which an Employee is entitled to purchase.

                                      10-2
<PAGE>

4. Administration of the Plan

   This Plan shall be administered by the Committee. The Committee is vested
with full authority to make, administer and interpret such equitable rules and
regulations regarding this Plan as it may deem advisable. Its determinations as
to the interpretation and operation of this Plan shall be final and conclusive.

   To aid in administering the Plan, the Board or the Committee shall appoint a
Plan Administrator and the Committee shall allocate to the Plan Administrator
certain limited responsibilities to carry out the directives of the Committee
in all phases of the administration of the Plan.

   Sprint will pay all expenses incident to establishing and administering the
Plan and purchasing or issuing Shares.

5. Participation; Payroll Deductions

   (a) An Eligible Employee may become a participant by enrolling during the
Subscription Period in the manner prescribed by the Plan Administrator.

   (b) Payroll deductions for a participant shall commence with the first
payday in the Purchase Period for an offering and shall end with the last
payday during the Purchase Period for such offering or until the Employee
terminates employment or terminates his participation in the offering as
provided in Section 9.

   (c) As part of his enrollment, the participant shall elect to have
deductions made from his pay on each payday during the time he is a participant
in an offering at a percentage (in whole numbers) of his Compensation, up to a
maximum of 75% of Compensation. If the offering permits a participant to elect
to purchase more than one class of Common Stock, the participant must specify
the percentage (in 10% multiples) of his aggregate deductions to apply to the
purchase of each class of Common Stock. Payroll withholding in excess of the
percentage designated by a participant is permitted in order to adjust for
delays or mistakes in the processing of enrollments. If a participant's pay on
any payday is insufficient, after all other payroll deductions, to withhold the
percentage of Compensation elected by such participant, the deduction for this
Plan shall be the amount remaining after such other payroll deductions are
taken.

   (d) All payroll deductions made for a participant shall be credited to his
Accounts under the Plan. A participant may not make any separate cash payment
into such Accounts nor may payment for Shares be made other than by payroll
deduction.

   (e) A participant may discontinue his participation in an offering as
provided in Section 9, but may not otherwise alter the rate of his payroll
deductions for that offering.

6. Granting of Option

   On the Date of Grant for an offering, this Plan shall be deemed to have
granted to each participating Employee an Option for as many full Shares as he
will be able to purchase with the payroll deductions credited to each of his
Accounts during the Purchase Period for that offering. Notwithstanding the
foregoing, no Employee may purchase more than 6,000 shares of FON Stock nor
more than 6,000 shares of PCS Stock during any single offering; provided,
further, that no Employee shall be granted an Option to purchase Shares under
this Plan if such Employee, immediately after such Option is granted, owns
stock (applying the rules of Section 424(d) of the Code) or holds Options to
purchase stock possessing five percent or more of the total combined voting
power or value of all classes of stock of Sprint or of any of its Subsidiaries;
provided, further, that no Employee may be granted an Option to purchase Shares
which permits his rights to purchase stock of all classes of Common Stock under
all employee stock purchase plans of Sprint to accrue at a rate which exceeds
in any one calendar year $25,000 of the fair market value of the stock
determined as of the date the Option to purchase is granted.

   If the total number of Shares of any class for which Options are to be
granted on any Date of Grant exceeds the number of Shares of that class then
available under the Plan (after deduction of all Shares for

                                      10-3
<PAGE>

which Options have been exercised or are then outstanding), Sprint shall make a
pro rata allocation of the Shares of that class remaining available in as
nearly a uniform manner as shall be practicable and as it shall determine to be
equitable. In such event, the payroll deductions to be made pursuant to the
authorizations therefor shall be reduced accordingly and each Employee affected
thereby shall be given written notice of such reduction.

   All Shares of any class of Common Stock included in any offering under this
Plan in excess of the total number of Shares of that class purchased in such
offering shall be available for inclusion in any subsequent offering under this
Plan.

7. Purchase Price

   The Option price per Share with respect to each class of Common Stock shall
be the lower of:

     (a) 85% of the Average Market Price for a Share of that class of Common
  Stock on the Date of Grant; or

     (b) 85% of the Average Market Price for a Share of that class of Common
  Stock on the Date of Exercise.

8. Exercise of Option

   Each Employee who has sufficient funds in his Account for a class of Common
Stock on a Date of Exercise to purchase at least one full share of that class
of Common Stock shall be deemed to have exercised his Option on such date and
shall be deemed to have purchased from Sprint such number of full shares of
that class of Common Stock reserved for the purpose of the Plan as the balance
in his Account on the Date of Exercise will pay for at the Option price for
that class of Common Stock. Unless the Employee has terminated employment or
participation in the offering, the balance in his Account not used to purchase
Common Stock shall be used for Option exercises on the next Date of Exercise in
the Purchase Period.

   If on any Date of Exercise, an Employee

     (i) shall have purchased all the shares he is entitled to purchase of
  any class of Common Stock, as determined under Section 6,

     (ii) a balance remains in his Account for that class of Common Stock,
  and

     (iii) he has another Account for the purchase of another class of Common
  Stock with respect to which he has not purchased the maximum number of
  shares allowable under Section 6,

the unused balance shall be transferred to the other Account for the purchase
of such other class of Common Stock and applied on the same Date of Exercise to
the purchase of shares of such other class of Common Stock up to the maximum
permissible number of shares he may purchase under Section 6. Any future
payroll withheld from the Employee shall, to the extent formerly allocated to
the Account for which the Employee has purchased the maximum number of shares,
shall be credited to such other Account.

9. Termination of Participation

   An Employee may terminate participation in an offering with respect to all
classes of Common Stock, in whole but not in part, at any time prior to the end
of the Purchase Period for such offering. To terminate participation, an
Employee must deliver a notice to his Local Plan Administrator in the manner
prescribed by the Plan Administrator. As soon as practicable after receipt of
such notice, the Local Plan Administrator shall stop the Employee's payroll
deductions provided for in Section 5. The balance in the Employee's Accounts
shall be used for Option exercises on the next Date of Exercise. Any funds
remaining in the Employee's Accounts after such Option exercises will be paid
to the Employee as soon as practicable after the Date of Exercise.

                                      10-4
<PAGE>

10. Termination of Employment

   Upon termination of employment for any reason whatsoever, including but not
limited to death or retirement, the balances in the Accounts of a participating
Employee shall be used for Option exercises on the next Date of Exercise. Any
funds remaining in the participant's Accounts after such Option exercises will
be paid to the Employee as soon as practicable after the Date of Exercise.

11. Automatic Re-enrollment

   For each offering subsequent to the 1998 offering, each participant in an
offering who is still an Eligible Employee shall automatically be re-enrolled
in the next offering at the same percentage of Compensation in effect at the
last day of the Purchase Period immediately preceding such next offering (if
such an offering is authorized by the Board). If the offering permits a
participant to elect to purchase more than one class of Common Stock, and the
participant is automatically re-enrolled as described in the preceding
sentence, such participant's aggregate payroll deductions will be used to
purchase each class of Common Stock as set by resolution by the Board. If the
Employee wants to change his payroll deductions in the new offering, he must
re-enroll in the new offering during the Subscription Period for the new
offering. If an Employee enrolled in a prior offering does not want to
participate in the new offering, he must affirmatively elect not to participate
in the new offering during the Subscription Period for the new offering.

   The balance in the Employee's Accounts at the end of an offering not used to
purchase Common Stock shall be refunded to him. Upon termination of the Plan,
the balances in each Employee's Accounts not used to purchase Common Stock
shall be refunded to him.

12. Interest

   No interest will be paid or allowed on any money in the Accounts of
participating Employees.

13. Rights to Purchase Shares Not Transferable

   No Employee shall be permitted to sell, assign, transfer, pledge, or
otherwise dispose of or encumber either the payroll deductions credited to his
Accounts or any rights with regard to the exercise of an Option or to receive
Shares under the Plan other than by will or the laws of descent and
distribution, and such right and interest shall not be liable for, or subject
to, the debts, contracts, or liabilities of the Employee. Any such action taken
by the Employee shall be null and void.

14. Rights as Stockholder and Evidence of Stock Ownership

   (a) An Employee will not become a stockholder, and will have no rights as a
stockholder, with respect to Shares being purchased under this Plan until after
his Option is exercised and the Shares have been issued by Sprint. Promptly
following each Date of Exercise, the number of shares of Common Stock of each
class purchased by each participant shall be deposited into an account
established in the participant's name at a stock brokerage or other financial
services firm designated by Sprint (the "ESPP Broker").

   (b) A participant shall be free to undertake a disposition (as that term is
defined in Section 424 of the Code) of the Shares in his ESPP Broker account at
any time, whether by sale, exchange, gift, or other transfer of legal title,
but in the absence of such a disposition of the Shares, the Shares must remain
in the participant's account at the ESPP Broker until the holding period set
forth in Section 423(a) of the Code has been satisfied. With respect to Shares
for which the Section 423(a) holding period has been satisfied, the participant
may move those Shares to another brokerage account of participant's choosing or
request that a stock certificate be issued and delivered to him.

   (c) A participant who is not subject to payment of U.S. income taxes may
move his Shares to another brokerage account of his choosing or request that a
stock certificate be issued and delivered to him at any time, without regard to
the satisfaction of the Section 423(a) holding period.

                                      10-5
<PAGE>

15. Application of Funds

   All funds received by Sprint in payment for Shares purchased under this Plan
may be used for any valid corporate purpose.

16. Commencement of Plan

   This Plan commenced on the first day of June, 1988. This Plan as amended and
restated is effective for the 2000 and subsequent offerings.

17. Governmental Approvals or Consents; Amendments or Termination

   This Plan and any offering and sales to Employees under it are subject to
any governmental approvals or consents that may be or become applicable in
connection therewith.

   The Plan shall terminate on the effective date of a merger or consolidation
in which Sprint is not the surviving corporation, if such merger or
consolidation is not between or among corporations related to Sprint. If such
event occurs during a Purchase Period for an offering, the last Date of
Exercise shall be the last such date occurring prior to the date of termination
of the Plan. Any payroll deductions placed in an Employee's Accounts after such
last Date of Exercise will be refunded to the Employee.

   The Board may terminate the Plan or make such changes in the Plan and
include such terms in any offering under this Plan as may be necessary or
desirable, in the opinion of Counsel for Sprint, to comply with the rules or
regulations of any governmental authority, or to be eligible for tax benefits
under the Code or the laws of any state; or for any other reason provided that
no termination or amendment may adversely affect the rights of any participant
in any offering already commenced, nor may any amendment require the sale of
more Shares than are authorized without prior approval of Sprint's
stockholders.

18. Notices

   All notices or other communications by a participant to Sprint under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by Sprint at the location, or by the person, designated
for the receipt thereof.

                                      10-6
<PAGE>

                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

   Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the "GBCC")
provides that a corporation's articles of incorporation may include a provision
that eliminates or limits the personal liability of directors for monetary
damages to the corporation or its shareholders for any action taken, or any
failure to take any action, as a director; provided, however, that the Section
does not permit a corporation to eliminate or limit the liability of a director
for appropriating, in violation of his or her duties, any business opportunity
of the corporation, for acts or omissions including intentional misconduct or a
knowing violation of law, receiving from any transaction an improper personal
benefit, or voting for or assenting to an unlawful distribution (whether as a
dividend, stock repurchase or redemption, or otherwise) as provided in Section
14-2-832 of the GBCC. Section 14-2-202(b)(4) also does not eliminate or limit
the rights of MCI WorldCom or any shareholder to seek an injunction or other
nonmonetary relief in the event of a breach of a director's duty to the
corporation and its shareholders. Additionally, Section 14-2-202(b)(4) applies
only to claims against a director arising out of his or her role as a director,
and does not relieve a director from liability arising from his or her role as
an officer or in any other capacity.

   The provisions of Article Ten of MCI WorldCom's Second Amended and Restated
Articles of Incorporation, as amended, are similar in all substantive respects
to those contained in Section 14-2-202(b)(4) of the GBCC as outlined above.
Article Ten further provides that the liability of directors of MCI WorldCom
shall be limited to the fullest extent permitted by amendments to Georgia law.

   Sections 14-2-850 to 14-2-859, inclusive, of the GBCC govern the
indemnification of directors, officers, employees, and agents. Section 14-2-851
of the GBCC permits indemnification of an individual for liability incurred by
him or her in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal (including, subject to certain limitations, civil
actions brought as derivative actions by or in the right of MCI WorldCom) in
which the individual is made a party because he or she is or was a director of
MCI WorldCom, or, while a director of MCI WorldCom, such individual is or was
serving at the request of MCI WorldCom, as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
This Section permits indemnification if the director acted in good faith and
reasonably believed (a) in the case of conduct in his or her official capacity,
that such conduct was in the best interests of the corporation, (b) in all
other cases, that such conduct was at least not opposed to the best interests
of the corporation, and (c) in the case of a criminal proceeding, that he or
she had no reasonable cause to believe his or her conduct was unlawful. If the
required standard of conduct is met, indemnification may include judgments,
settlements, penalties, fines or reasonable expenses (including attorneys'
fees) incurred with respect to a proceeding.

   A Georgia corporation may not indemnify a director under Section 14-2-851:
(1) in connection with a proceeding by or in the right of the corporation,
except for reasonable expenses incurred by such director in connection with the
proceeding provided it is determined that such director met the relevant
standard of conduct set forth above, or (2) in connection with any proceeding
with respect to conduct for which such director was adjudged liable on the
basis that he or she received an improper personal benefit, whether or not
involving action in his or her official capacity.

   Prior to indemnifying a director under Section 14-2-851 of the GBCC, a
determination must be made that the director has met the relevant standard of
conduct. Such determination must be made under Section 14-2-855 of the GBCC by:
(1) a majority vote of a quorum consisting of disinterested directors; (2) a
duly designated committee of disinterested directors; (3) duly selected special
legal counsel; or (4) a vote of the shareholders, excluding shares owned by or
voted under the control of directors who do not qualify as disinterested
directors.


                                      II-1
<PAGE>

   Section 14-2-856 of the GBCC provides that a Georgia corporation may, before
final disposition of a proceeding, advance funds to pay for or reimburse the
reasonable expenses incurred by a director who is a party to a proceeding
because he or she is a director, provided that such director delivers to the
corporation a written affirmation of his or her good faith belief that he or
she met the relevant standard of conduct described in Section 14-2-851 of the
GBCC, and a written undertaking by the director to repay any funds advanced if
it is ultimately determined that such director was not entitled to such
indemnification. Section 14-2-852 of the GBCC provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of MCI WorldCom, are entitled to
mandatory indemnification against reasonable expenses incurred in connection
therewith.

   The GBCC also allows a Georgia corporation to indemnify directors made a
party to a proceeding without regard to the above-referenced limitations, if
authorized by the articles of incorporation or a bylaw, contract, or resolution
duly adopted by a vote of the shareholders of the corporation by a majority of
votes entitled to be cast, excluding shares owned or voted under the control of
the director or directors who are not disinterested, and to advance funds to
pay for or reimburse reasonable expenses incurred in the defense thereof,
subject to restrictions similar to the restrictions described in the preceding
paragraph; provided, however, that the corporation may not indemnify a director
adjudged liable (1) for any appropriation, in violation of his or her duties,
of any business opportunity of MCI WorldCom, (2) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (3) for unlawful
distributions under Section 14-2-832 of the GBCC, or (4) for any transaction in
which the director obtained an improper personal benefit.

   Section 14-2-857 of the GBCC provides that an officer of MCI WorldCom (but
not an employee or agent generally) who is not a director has the mandatory
right of indemnification granted to directors under Section 14-2-852, subject
to the same limitations as described above. In addition, MCI WorldCom may, as
provided by either MCI WorldCom's Second Amended and Restated Articles of
Incorporation as amended, MCI WorldCom's Restated Bylaws, general or specific
actions by its board of directors, or by contract, indemnify and advance
expenses to an officer, employee or agent who is not a director to the extent
that such indemnification is consistent with public policy.

   The indemnification provisions of Article X of MCI WorldCom's Restated
Bylaws and Article Twelve of MCI WorldCom's Second Amended and Restated
Articles of Incorporation, as amended, are consistent with the foregoing
provisions of the GBCC. However, MCI WorldCom's Second Amended and Restated
Articles of Incorporation, as amended, prohibit indemnification of a director
who did not believe in good faith that his or her actions were in, or not
opposed to, MCI WorldCom's best interests, or to have improperly received a
personal benefit, or in the case of a criminal proceeding, if such director had
reasonable cause his or her conduct was unlawful, or in the case of a
proceeding by or in the right of MCI WorldCom, to which such director was
adjudged liable to MCI WorldCom, unless a court shall determine that the
director is fairly and reasonably entitled to indemnification in view of all
the circumstances. MCI WorldCom's Restated Bylaws extend the indemnification
available to officers under the GBCC to employees and agents.

Item 21(a). Exhibits.

   See Exhibit Index.

Item 21(b). Financial Statement Schedules.

   All financial statement schedules of MCI WorldCom and Sprint which are
required to be included herein are included in the Annual Report of MCI
WorldCom on Form 10-K for the fiscal year ended December 31, 1998 or the Annual
Report on Form 10-K of Sprint for the fiscal year ended December 31, 1998,
respectively, which are incorporated herein by reference.

Item 22. Undertakings.

   (1) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing

                                      II-2
<PAGE>

provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

   (2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (3) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first-class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

   (4) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

   (5) The undersigned registrant hereby undertakes:

     (a) To file, during any period in which offers and sales are being made,
  a post-effective amendment to this registration statement:

       (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;

       (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high and of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) if, in the aggregate, the
    changes in volume and price represent no more than a 20 percent change
    in the maximum aggregate offering price set forth in "Calculation of
    Registration Fee" table in the effective registration statement;

       (iii) To include any material information with respect to the plan
    of distribution not previously disclosed in the registration statement
    or any material change to such information in the registration
    statement;

    provided, however, that paragraphs 5(a)(i) and 5(a)(ii) do not apply if
    the registration statement is on Form S-3, Form S-8 or Form F-3, and
    the information required to be included in a post-effective amendment
    by those paragraphs is contained in periodic reports filed with or
    furnished to the Commission by the registrant pursuant to Section 13 or
    15(d) of the Exchange Act that are incorporated by reference in the
    registration statement.


                                      II-3
<PAGE>

       (b) That for the purposes of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

       (c) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   (6) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

   (7) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (6) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-4
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 4 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Clinton, State of Mississippi, on March 2, 2000.

                                          MCI WORLDCOM, Inc.

                                                   /s/ Scott D. Sullivan
                                          By:
                                             ----------------------------------
                                             Scott D. Sullivan
                                             Chief Financial Officer

<TABLE>
<CAPTION>
                 Name                            Title                   Date
                 ----                            -----                   ----

<S>                                    <C>                        <C>
                  *                    Director                      March 2, 2000
______________________________________
      Clifford L. Alexander, Jr.

                  *                    Director                      March 2, 2000
______________________________________
            James C. Allen

                  *                    Director                      March 2, 2000
______________________________________
             Judith Areen

                  *                    Director                      March 2, 2000
______________________________________
            Carl J. Aycock

                  *                    Director                      March 2, 2000
______________________________________
            Max E. Bobbitt

                  *                    Director, President and       March 2, 2000
______________________________________  Chief Executive Officer
          Bernard J. Ebbers             (Principal Executive
                                        Officer)

                  *                    Director                      March 2, 2000
______________________________________
           Francesco Galesi

                  *                    Director                      March 2, 2000
______________________________________
        Stiles A. Kellett, Jr.

                  *                    Director                      March 2, 2000
______________________________________
          Gordon S. Macklin

                  *                    Director                      March 2, 2000
______________________________________
            John A. Porter
</TABLE>

                                      II-5
<PAGE>

<TABLE>
<CAPTION>
                 Name                            Title                   Date
                 ----                            -----                   ----

<S>                                    <C>                        <C>
                  *                    Chairman of the Board         March 2, 2000
______________________________________
         Bert C. Roberts, Jr.

                  *                    Director                      March 2, 2000
______________________________________
           John W. Sidgmore

        /s/ Scott D. Sullivan          Director and Chief            March 2, 2000
______________________________________  Financial Officer
          Scott D. Sullivan             (Principal Financial
                                        Officer and Principal
                                        Accounting Officer)

                  *                    Director                      March 2, 2000
______________________________________
          Lawrence C. Tucker

                                       Director
______________________________________
           Juan Villalonga
</TABLE>

      /s/ Scott D. Sullivan
*By: ____________________________
        Scott D. Sullivan
        Attorney-in-Fact

                                      II-6
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit No.                             Description
 -----------                             -----------
 <C>         <S>
    2.1      Agreement and Plan of Merger between MCI WORLDCOM, Inc. ("MCI
             WorldCom") and Sprint Corporation ("Sprint") dated as of October
             4, 1999 (attached as Annex 1 to the proxy statement/prospectus
             included in this Registration Statement)

    4.1      Second Amended and Restated Articles of Incorporation of MCI
             WorldCom (including preferred stock designations), as amended as
             of October 1, 1999 (incorporated herein by reference to Exhibit
             4.1 of MCI WorldCom's Post-Effective Amendment No. 1 on Form S-8
             to Registration Statement on Form S-4 (filed October 1, 1999)
             (Registration No. 333-85919))

    4.2      Restated Bylaws of MCI WorldCom (incorporated herein by reference
             to Exhibit 3.2 to MCI WorldCom's Current Report on Form 8-K dated
             September 14, 1998) (filed September 29, 1998) (File No. 0-11258))

    4.3      Rights Agreement dated as of August 25, 1996 between MCI WorldCom
             and The Bank of New York, as rights agent, which includes the form
             of Certificate of Designations, setting forth the terms of the
             Series 3 Junior Participating Preferred Stock, par value $.01 per
             share, of MCI WorldCom, as Exhibit A, the form of Rights
             Certificate as Exhibit B and the Summary of Preferred Stock
             Purchase Rights as Exhibit C (incorporated herein by reference to
             Exhibit 4 to MCI WorldCom's Current Report on Form 8-K dated
             August 26, 1996 (as amended) (File No. 0-11258))

    4.4      Amendment No. 1 To Rights Agreement dated as of May 22, 1997 by
             and between MCI WorldCom and The Bank of New York, as Rights Agent
             (incorporated herein by reference to Exhibit 4.2 to MCI WorldCom's
             Current Report on Form 8-K dated May 22, 1997 (filed June 6, 1997)
             (File No. 0-11258))

    4.5      Form of Indenture between MCI WorldCom and a trustee to be
             designated later relating to 4.5% Convertible Subordinated
             Debentures due 2003 (incorporated herein by reference to Exhibit
             4.6 to MCI WorldCom's Registration Statement on Form S-4 (filed
             August 26, 1999) (Registration No. 333-85919))

    5.1      Legality Opinion of MCI WorldCom Counsel

    8.1**    Tax Opinion of King & Spalding

    8.2**    Tax Opinion of Cravath, Swaine & Moore

   12.1*     Computation of Ratio of Earnings to Combined Fixed Charges and
             Preference Dividends

   12.2*     Computation of Ratio of Earnings to Fixed Charges

   23.1      Consent of Arthur Andersen LLP

   23.2      Consent of KPMG LLP

   23.3      Consent of Arthur Andersen LLP

   23.4      Consent of PricewaterhouseCoopers LLP

   23.5      Consent of Ernst & Young LLP

   23.6      Consent of Deloitte & Touche LLP

   23.7      Consent of MCI WorldCom Counsel (included in Exhibit 5.1)

   23.8      Consent of Cravath, Swaine & Moore (included in Exhibit 8.2)

   23.9      Consent of King & Spalding (included in Exhibit 8.1)

   23.10*    Consent of Warburg Dillon Read LLC

   23.11*    Consent of Salomon Smith Barney Inc.

   24.1*     Power of Attorney (included in Signature Page for original
             Registration Statement)

   99.1      Form of Proxy for Sprint special meeting

   99.2      Form of Proxy for MCI WorldCom special meeting
</TABLE>
- --------
 * Previously filed.
**  To be filed by amendment.

<PAGE>

                                                                     EXHIBIT 5.1

                               March 2, 2000

Board of Directors of
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056

Ladies and Gentlemen:

   I am the General Counsel--Corporate Development of MCI WORLDCOM, Inc., a
Georgia corporation (the "Company"), and am familiar with the Registration
Statement on Form S-4, as amended by Amendments No. 1, No. 2, No. 3 and No. 4
thereto (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the merger (the "Merger") of Sprint Corporation,
a Kansas corporation ("Sprint"), with and into the Company, and to the
registration under the Securities Act of (i) a maximum of 1,807,065,264 shares
of Common Stock, par value $0.01 per share, of WorldCom and associated
preferred stock purchase rights, (ii) a maximum of 55,661,038 shares of Common
Stock, Series 2, par value $0.01 per share, of WorldCom and associated
preferred stock purchase rights, (iii) a maximum of 584,930,260 shares of PCS
Common Stock, Series 1, par value $1.00 per share, of WorldCom and associated
preferred stock purchase rights, (iv) a maximum of 479,733,140 shares of PCS
Common Stock, Series 2, par value $1.00 per share, of WorldCom and associated
preferred stock purchase rights, (v) a maximum of 95 shares of Series 5
Preferred Stock, par value $0.01 per share, of WorldCom, (vi) a maximum of
246,766 shares of Series 7 Preferred Stock, par value $0.01 per share, of
WorldCom and (vii) such additional shares of WorldCom capital stock, and
associated preferred stock purchase rights, as may be issuable in the merger in
respect of shares of Sprint capital stock that may have converted prior to the
merger into other classes or series of Sprint capital stock as described in the
footnotes to the cover page of the Registration Statement (all of the foregoing
WorldCom securities are collectively referred to herein as the "WorldCom
Capital Stock").

   In connection herewith, I have examined and relied without investigation as
to matters of fact upon the Registration Statement, including the proxy
statement/prospectus contained therein, the Second Amended and Restated
Articles of Incorporation, as amended, and the Restated Bylaws of the Company,
certificates, statements and results of inquiries of public officials and
officers and representatives of the Company, and such other documents,
corporate records, opinions and instruments as I have deemed necessary or
appropriate to enable me to render the opinions expressed below. I have assumed
the genuineness of all signatures appearing on documents examined by me, the
legal competence and capacity of each person that executed documents, the
authenticity of documents submitted to me as originals and the conformity to
authentic original documents of all documents submitted to me as certified or
photostatic copies. I have also assumed the due authorization, execution and
delivery of all documents.

   Based upon the foregoing, in reliance thereon and subject to the exceptions,
qualifications and limitations stated herein and the effectiveness of the
Registration Statement under the Securities Act, I am of the following
opinions:

     1. The Company is a corporation validly existing under the laws of the
  State of Georgia.

     2. When the conditions to consummation of transactions contemplated by
  the Amended and Restated Agreement and Plan of Merger, between the Company
  and Sprint (the "Merger Agreement") shall have been satisfied or waived and
  the shares of WorldCom Capital Stock to be issued in connection with the
  Merger shall have been issued in accordance with the terms of the Merger
  Agreement, then the shares of WorldCom Capital Stock issuable in the Merger
  will be validly issued, fully paid and non-assessable.
<PAGE>

   I express no opinion as to any matters governed by any law other than the
law of the State of Georgia as in effect on the date of this opinion.

   I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement. I also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with agencies of such
states as you deem necessary in the course of complying with the laws of such
states regarding the offering and sale of the securities referred to herein. In
giving this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

                                          Very truly yours,

                                          /s/ P. Bruce Borghardt
                                          -------------------------------------
                                          P. Bruce Borghardt
                                          General Counsel--Corporate
                                          Development

<PAGE>

                                                                    Exhibit 23.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 4 to the Registration Statement on Form S-4, to
be filed on or around February 28, 2000, of our report dated February 10, 1999,
and November 4, 1999 with respect to Note 18, included in MCI WORLDCOM, Inc.'s
Form 10-K for the year ended December 31, 1998, as updated by MCI WORLDCOM,
Inc.'s Current Report on Form 8-K filed on November 5, 1999, and to all
references to our Firm included in this Registration Statement.

                                          /s/ Arthur Andersen LLP
                                          Arthur Andersen LLP

Jackson, Mississippi

February 28, 2000

<PAGE>

                                                                    Exhibit 23.2

                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors and Shareholders
MCI WORLDCOM, Inc.

   We consent to incorporation by reference in this Amendment No. 4 to the
Registration Statement (No. 333-90421) on Form S-4 of MCI WORLDCOM, Inc. of our
report dated February 18, 1998, relating to the consolidated balance sheet of
Brooks Fiber Properties, Inc. and subsidiaries as of December 31, 1997, and the
related consolidated statements of operations, changes in shareholders' equity,
and cash flows for each of the years in the two-year period ended December 31,
1997, which report appears in MCI WORLDCOM, Inc.'s Form 8-K dated November 5,
1999 and to the reference to our firm in this registration statement under the
heading "Experts."

                                          /s/ KPMG LLP
                                          KPMG LLP

St. Louis, Missouri

February 28, 2000

<PAGE>

                                                                    Exhibit 23.3

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 4 to the Registration Statement on Form S-4, to
be filed on or around February 28, 2000, of our reports dated February 20,
1997, on the Consolidated Financial Statements of MFS Communications Company,
Inc. included in MCI WORLDCOM, Inc.'s Current Report on Form 8-K dated August
25, 1996, as amended by Form 8-K/A filed on December 19, 1997, and to all
references to our Firm included in this Registration Statement.

                                          /s/ Arthur Andersen LLP
                                          Arthur Andersen LLP

Omaha, Nebraska,

February 28, 2000

<PAGE>

                                                                    Exhibit 23.4

                       CONSENT OF INDEPENDENT ACCOUNTANTS

   We hereby consent to the incorporation by reference in this Amendment No. 4
to the Registration Statement on Form S-4 of MCI WORLDCOM, Inc. of our report
dated April 9, 1998 related to the consolidated financial statements of MCI
Communications Corporation as of December 31, 1997 and 1996 and for the three
years ended December 31, 1997, which appears in MCI WORLDCOM, Inc.'s Current
Report on Form 8-K/A-3 dated November 9, 1997 (filed May 28, 1998). We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.

  /s/ PricewaterhouseCoopers LLP
  PricewaterhouseCoopers LLP

Washington, D.C.

February 28, 2000

<PAGE>

                                                                    Exhibit 23.5

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

   We consent to the reference to our firm under the caption "Experts" in the
Joint Proxy Statement/Prospectus of MCI WORLDCOM, Inc. and Sprint Corporation
that is made a part of the Amendment No. 4 to the Registration Statement (Form
S-4) of MCI WORLDCOM, Inc. for the registration of shares of its common stock
and to the incorporation by reference therein of our reports dated February 2,
1999, with respect to the consolidated financial statements and schedule of
Sprint Corporation and the combined financial statements and schedules of the
Sprint FON Group and the Sprint PCS Group included in Sprint Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.

                                          /s/ Ernst & Young LLP
                                          Ernst & Young LLP

Kansas City, Missouri

February 28, 2000

<PAGE>

                                                                    Exhibit 23.6

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   We consent to the incorporation by reference in Amendment No. 4 to
Registration Statement No. 333-90421 on Form S-4 of MCI WORLDCOM, Inc. of our
report dated February 2, 1999, on the consolidated financial statements of
Sprint Spectrum Holding Company, L.P. and subsidiaries and the related
financial statement schedule, appearing in the Annual Report on Form 10-K of
Sprint Corporation for the year ended December 31, 1998, and to the reference
to us under the heading "Experts" in the Joint Proxy Statement/Prospectus which
is part of this Registration Statement.

                                          /s/ Deloitte & Touche LLP
                                          Deloitte & Touche LLP

Kansas City, Missouri

February 28, 2000

<PAGE>

                                                                    EXHIBIT 99.1


                              Sprint Corporation
                  P.O. Box 11315, Kansas City, Missouri 64112

   This Proxy is Solicited on Behalf of the Board of Directors for a Special
                    Meeting on Friday, April 28, 2000

        The Board of Directors recommends a vote FOR items 1, 2 and 3.

  The undersigned hereby appoints W.T. Esrey, R.T. LeMay, J.R. Devlin and A.B.
Krause, and each of them, with full power of substitution, as proxies, to vote
all the shares of common and preferred stock of Sprint Corporation ("Sprint")
that the undersigned is entitled to vote at a Special Meeting of Stockholders
to be held on Friday, April 28, 2000, and any adjournment thereof, upon the
matters set forth on the reverse side, and in their discretion upon such other
matters as may properly come before the meeting.

  This Proxy, if signed and returned, will be voted as specified on the
reverse side. If this card is signed and returned without specifications, your
shares will be voted FOR items 1, 2 and 3. A majority of said proxies, or any
substitute or substitutes, who shall be present and act at the meeting (or if
only one shall be present and act, then that one) shall have all the powers of
said proxies hereunder.

- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the reverse side of this card.
If your shares are held jointly, any one of the joint owners may sign.
Attorneys-in-fact, executors, administrators, trustees, guardians or
corporation officers should indicate the capacity in which they are signing.
PLEASE VOTE THIS PROXY PROMPTLY whether or not you expect to attend the special
meeting. You may, nevertheless, vote in person if you do attend.
- --------------------------------------------------------------------------------


HAS YOUR ADDRESS CHANGED?
- -------------------------------
- -------------------------------
- -------------------------------

                  CONTINUED AND TO BE SIGNED ON REVERSE SIDE

- -------------------------------------------------------------------------------
                             FOLD AND DETACH HERE

If you are voting by telephone or the Internet, do not return your proxy card.

                        Two New Ways to Vote Your Proxy
                        (in addition to voting by mail)
                         VOTE BY TELEPHONE OR INTERNET
                         24 Hours a Day--7 Days a Week
               Save Your Company Money--It's Fast and Convenient

           TELEPHONE                INTERNET                   MAIL
                 1-800-758-6973      http://www.umb.com/proxy

       . Use any touch         . Go to the website      . Mark, sign and
         tone telephone          address indicated        date the proxy
                                 above                    card on the
                                 reverse side

      .  Have this proxy   OR  . Have this proxy    OR  . Detach the proxy
         form in hand            form in hand             card

      .  Enter the Control     . Enter the Control      . Return the proxy
         Number located on       Number located on        card in the
         the reverse side        the reverse side         postage-paid
         of this card            of this card             envelope provided

      .  Follow the simple     . Follow the simple
         recorded                instructions
                                 instructions

<PAGE>


Please mark your votes as  [ X ]
indicated in this example

- -------------------------------------------------------------------------------
                              SPRINT CORPORATION
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1, 2 and 3.

1. To adopt the Amended and Restated                FOR     AGAINST    ABSTAIN
   Agreement and Plan of Merger between MCI         [ ]       [ ]        [ ]
   WorldCom, Inc. and Sprint (as more fully
   described in the accompanying proxy
   statement/prospectus).

2. To approve and adopt the Amended                 [ ]       [ ]        [ ]
   Sprint Articles of Incorporation and
   Amended Sprint Bylaws (as more fully
   described in the accompanying proxy
   statement/prospectus).

3. To approve and adopt the Amendments to
   the Sprint Employees Stock Purchase              [ ]
   Plan (as more fully described in the
   accompanying proxy statement/prospectus.)

Mark the box at the right if your address has       [ ]
changed and note the change(s) in the space
provided on the reverse side of this card.
                     ----------------------------------------------------------

Please be sure to sign and date this proxy.    Date:


- ----Signature(s) ---------------------------------------------------------------


CONTROL NUMBER  XXXXX XXXXX XXXXX XX

<PAGE>

                                                                    Exhibit 99.2

                         PROXY/VOTING INSTRUCTION CARD
                               MCI WORLDCOM, INC.
                            500 CLINTON CENTER DRIVE
                           CLINTON, MISSISSIPPI 39056

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                        SPECIAL MEETING OF SHAREHOLDERS

                   TO BE HELD ON FRIDAY, APRIL 28, 2000

   The undersigned hereby, (i) with respect to all shares of Common Stock and
Series B Convertible Preferred Stock of MCI WORLDCOM, Inc. (the "Company")
which the undersigned may be entitled to vote, constitutes and appoints Bernard
J. Ebbers and Scott D. Sullivan, and each of them, with full power of
substitution, the true and lawful attorneys-in-fact, agents and proxies of the
undersigned and (ii) with respect to all shares of Common Stock which the
undersigned, as a participant in the MCI Plans (as defined below), may be
entitled to direct the voting of, directs Mellon (as defined below), in each
case, to vote at the Special Meeting of Shareholders of the Company, to be held
on Friday, April 28, 2000, commencing at 10:00 a.m. local time, at 500 Clinton
Center Drive, Clinton, Mississippi, and at any and all adjournments or
postponements thereof, according to the number of votes which the undersigned
would possess if personally present, for the purposes of considering and taking
action upon the following, as more fully set forth in the Proxy
Statement/Prospectus of the Company dated March  . , 2000, receipt of which is
hereby acknowledged.

   THIS PROXY/VOTING INSTRUCTION CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED
AND DEEMED AN INSTRUCTION TO MELLON (AS DEFINED BELOW) TO VOTE IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY/VOTING
INSTRUCTION CARD WILL BE VOTED, OR WITH RESPECT TO SHARES HELD IN THE MCI PLANS
(AS DEFINED BELOW) THIS PROXY/VOTING INSTRUCTION CARD WILL BE DEEMED AN
INSTRUCTION TO VOTE, FOR PROPOSAL 1 AND IN THE DISCRETION OF THE PROXIES OR
MELLON, AS THE CASE MAY BE, WITH RESPECT TO PROPOSAL 2.

   Shares of Common Stock held in the MCI Communications Corporation ESOP and
401(k) Plan and Western Union International, Inc. 401(k) Plan for Collectively
Bargained Employees (the "MCI Plans"), will be voted by Mellon Bank, N.A.
("Mellon") as trustee of the MCI Plans. Participants in the MCI Plans should
indicate their voting instructions for each action to be taken under proxy. All
instructions must be received prior to  . , 2000 in order to be counted. All
voting instructions from MCI Plan participants will be kept confidential. MCI
Plan shares will not be voted if the MCI Plan participant fails to provide
voting instructions for any of the actions to be taken under proxy.

                                          MCI WORLDCOM, Inc.

                                          Post Office Box 11494

                                          New York, NY 10203-0494

            (Continued, and to be signed and dated on reverse side.)

                        (Please fill in the appropriate boxes on the other side)
<PAGE>

(Continued from other side)

                               MCI WORLDCOM, INC.

A. [X] Please mark your votes as in this example.

   1. To approve the Agreement and Plan of Merger dated as of October 4, 1999,
by and between MCI WORLDCOM, Inc. and Sprint Corporation.

            FOR                   AGAINST                   ABSTAIN
            [_]                     [_]                       [_]

   2. In their discretion with respect to such other business as properly may
come before the Special Meeting or any adjournments or postponements thereof.

                Change of Address and or Comments Mark Here [_]

   Please sign exactly as name(s) appear on this proxy/voting instruction card.
When shares are held by joint tenants, both should sign. When signing as
attorney-in-fact, executor, administrator, personal representative, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If partnership, please
sign in partnership name by authorized person.

                                        DATED:         , 2000

                                        Signature of Shareholder or authorized
                                        representative
                                        ----------------------------------------
                                        ----------------------------------------
                                        Signature (if held jointly)

SIGN, DATE AND RETURN THE PROXY/VOTING INSTRUCTION CARD PROMPTLY USING THE
ENCLOSED ENVELOPE


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