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        Filed by Qwest Communications International Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

        Subject Company: MCI, Inc.
Commission File No.: 001-10415

        Attached hereto as Exhibit A is a copy of the proposed Agreement and Plan of Merger by and between Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") and MCI, Inc. ("MCI") that was executed by Qwest and delivered to MCI on Tuesday, April 5, 2005. At that time, Qwest had also provided assurances to MCI that Qwest's offer would be revoked only under certain specified circumstances, including, among other circumstances, if MCI did not declare Qwest's offer a Superior Proposal, MCI did not recommend and continue to recommend the Qwest proposal, or MCI had not executed an agreement with Qwest by June 19, 2005.

Additional Information

        This material is not a substitute for the prospectus/proxy statement Qwest and MCI would file with the Securities and Exchange Commission if a negotiated agreement with MCI is reached. Investors are urged to read any such prospectus/proxy statement, when available, which would contain important information, including detailed risk factors. The prospectus/proxy statement would be, and other documents filed by Qwest and MCI with the Securities and Exchange Commission are, available free of charge at the SEC's website (www.sec.gov) or by directing a request to Qwest, 1801 California Street, Denver, Colorado, 80202 Attn: Investor Relations; or by directing a request to MCI, 22001 Loudoun County Parkway, Ashburn, Virginia 20147 Attention: Investor Relations.

        Qwest is not currently engaged in a solicitation of proxies or consents from its stockholders or from the stockholders of MCI in connection with Qwest's proposed acquisition of MCI. If a proxy or consent solicitation commences, Qwest, MCI, and their respective directors, executive officers and other employees may be deemed to be participants in such solicitation. Information about Qwest's directors and executive officers is available in Qwest's proxy statement for its 2004 annual meeting of stockholders, dated April 13, 2004. Information about MCI's directors and executive officers is available in MCI's annual report on Form 10-K for the year ended December 31, 2003. Additional information about the interests of potential participants will be included in the prospectus/proxy statement Qwest and MCI would file if a negotiated agreement with MCI is reached.

Forward Looking Statements Warning

        This filing may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors consolidating with other providers or otherwise


reorganizing their capital structure to more effectively compete against us; changes in demand for our products and services; acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; changes in the outcome of future events from the assumed outcome included in our significant accounting policies; our ability to utilize net operating losses in projected amounts; and our inability to provide any assurance as to whether we will be successful in our effort to acquire MCI, whether in the event of an acquisition we realize synergies in the amounts, at the times and at the related costs projected and whether regulatory approvals will be received within the timeframe projected and that such approvals will not be materially adverse to the projected operations of the combined company following the merger.

        The information contained in this filing is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. The cautionary statements contained or referred to in this filing should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This filing may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility.

        Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements and other statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

        By including any information in this filing, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

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Exhibit A


AGREEMENT AND PLAN OF MERGER

DATED AS OF APRIL 5, 2005

BETWEEN

QWEST COMMUNICATIONS INTERNATIONAL INC.

AND

MCI,  INC.


TABLE OF CONTENTS

 
    
   Page
ARTICLE I   THE MERGERS; CERTAIN RELATED MATTERS   1
  Section 1.1   Organization of New Qwest   1
  Section 1.2   Organization of Merger Subsidiaries   1
  Section 1.3   Actions of Directors and Officers   2
  Section 1.4   Actions of Qwest and New Qwest   2
  Section 1.5   The Mergers   2
  Section 1.6   The Contribution   2
  Section 1.7   Closing   2
  Section 1.8   Effective Time   3
  Section 1.9   Charter and Bylaws   3
  Section 1.10   Directors and Officers of Subsidiaries   3
  Section 1.11   Effect on MCI Capital Stock   3
  Section 1.12   Adjustment for Specified Included Liabilities at Closing   4
  Section 1.13   Treatment of MCI Restricted Shares and Other Equity-Based Awards   6
  Section 1.14   Certain Adjustments   7
  Section 1.15   MCI Appraisal Rights   7
  Section 1.16   Associated Rights   8
  Section 1.17   Effect on Qwest Capital Stock   8
  Section 1.18   Treatment of Qwest Restricted Shares and Other Equity-Based Awards   8
ARTICLE II   EXCHANGE OF CERTIFICATES   9
  Section 2.1   Exchange Fund   9
  Section 2.2   Exchange Procedures   9
  Section 2.3   Distributions with Respect to Unexchanged Shares   10
  Section 2.4   No Further Ownership Rights   11
  Section 2.5   No Fractional Shares of New Qwest Common Stock   11
  Section 2.6   Termination of Exchange Fund   11
  Section 2.7   No Liability   11
  Section 2.8   Investment of the Exchange Fund   11
  Section 2.9   Lost Certificates   12
  Section 2.10   Withholding Rights   12
  Section 2.11   Further Assurances   12
  Section 2.12   Stock Transfer Books   12
  Section 2.13   Affiliates   12
ARTICLE III   REPRESENTATIONS AND WARRANTIES OF MCI   12
  Section 3.1   Organization   13
  Section 3.2   Subsidiaries   13
  Section 3.3   Capitalization   13
  Section 3.4   Authorization   14
  Section 3.5   Takeover Statute, No Restrictions on the MCI Merger   15
  Section 3.6   MCI Rights Agreement   15
  Section 3.7   Consents and Approvals; No Violations   15
  Section 3.8   SEC Reports; MCI Financial Statements   16
  Section 3.9   Absence of Undisclosed Liabilities   16
  Section 3.10   Form S-4; Joint Proxy Statement/Prospectus   16
  Section 3.11   Absence of Certain Changes   17
  Section 3.12   Litigation   17
  Section 3.13   Compliance with Laws   17
  Section 3.14   Taxes   18
         

i

  Section 3.15   MCI ESPP   19
  Section 3.16   Sufficiency of Real Property, etc.   19
  Section 3.17   Right-of-Way Agreements and Network Facilities   19
  Section 3.18   Brokers   20
  Section 3.19   Employee Benefit Plans and Related Matters; ERISA   20
  Section 3.20   Employees, Labor Matters   22
  Section 3.21   Intellectual Property Rights   22
  Section 3.22   Contracts   23
  Section 3.23   Environmental Laws and Regulations   24
  Section 3.24   Insurance Coverage   25
  Section 3.25   Consent Decrees   25
  Section 3.26   Foreign Corrupt Practices and International Trade Sanctions   25
  Section 3.27   Compliance with Governance Requirements   25
  Section 3.28   Opinions of Financial Advisors   25
ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF QWEST   25
  Section 4.1   Organization   26
  Section 4.2   Subsidiaries   26
  Section 4.3   Capitalization   26
  Section 4.4   Authorization   27
  Section 4.5   Takeover Statute, No Restrictions on the Qwest Merger; Qwest Rights Agreement   28
  Section 4.6   Consents and Approvals; No Violations   28
  Section 4.7   SEC Reports; Qwest Financial Statements   29
  Section 4.8   Absence of Undisclosed Liabilities   29
  Section 4.9   Form S-4; Joint Proxy Statement/Prospectus   29
  Section 4.10   Absence of Certain Changes   30
  Section 4.11   Litigation   30
  Section 4.12   Compliance with Laws   30
  Section 4.13   Taxes   31
  Section 4.14   Sufficiency of Real Property, etc.   32
  Section 4.15   Right-of-Way Agreements and Network Facilities   32
  Section 4.16   Brokers   33
  Section 4.17   Employee Benefit Plans and Related Matters; ERISA   33
  Section 4.18   Employees, Labor Matters   34
  Section 4.19   Intellectual Property Rights   34
  Section 4.20   Contracts   35
  Section 4.21   Environmental Laws and Regulations   36
  Section 4.22   Insurance Coverage   37
  Section 4.23   Consent Decrees   37
  Section 4.24   Foreign Corrupt Practices and International Trade Sanctions   37
  Section 4.25   Opinions of Financial Advisors   38
ARTICLE V   COVENANTS RELATING TO CONDUCT OF BUSINESS   38
  Section 5.1   Covenants of MCI   38
  Section 5.2   Covenants of Qwest   41
ARTICLE VI   ADDITIONAL AGREEMENTS   41
  Section 6.1   Preparation of Proxy Statement   41
  Section 6.2   Stockholders Meetings; Recommendations   42
  Section 6.3   Access to Information; Confidentiality   43
  Section 6.4   Reasonable Best Efforts   43
  Section 6.5   No Solicitation   45
         

ii

  Section 6.6   Employee Matters   48
  Section 6.7   Fees and Expenses   49
  Section 6.8   Directors' and Officers' Indemnification and Insurance   50
  Section 6.9   Public Announcements   50
  Section 6.10   Notification of Certain Matters   51
  Section 6.11   Accountant's Letters   51
  Section 6.12   Listing of Shares of New Qwest Common Stock   51
  Section 6.13   Affiliates   51
  Section 6.14   State Takeover Laws   52
  Section 6.15   Stockholder Litigation   52
  Section 6.16   Special Cash Dividend   52
  Section 6.17   Bankruptcy Court Order   52
  Section 6.18   Settlement of Bankruptcy Claims   52
  Section 6.19   No Amendment of Plan of Reorganization   52
  Section 6.20   Restoring Trust   52
  Section 6.21   Network Facility Maintenance and Compliance   53
  Section 6.22   Section 16 of the Exchange Act   53
  Section 6.23   Tax Treatment   53
ARTICLE VII   CONDITIONS PRECEDENT   53
  Section 7.1   Conditions to Each Party's Obligation to Effect the Mergers   53
  Section 7.2   Conditions to Obligations of Qwest   54
  Section 7.3   Conditions to Obligations of MCI   55
ARTICLE VIII   TERMINATION AND AMENDMENT   56
  Section 8.1   Termination   56
  Section 8.2   Effect of Termination   57
  Section 8.3   Termination Fee   58
ARTICLE IX   GENERAL PROVISIONS   59
  Section 9.1   Non-Survival of Representations, Warranties and Agreements   59
  Section 9.2   Notices   59
  Section 9.3   Interpretation   60
  Section 9.4   Counterparts; Effectiveness   60
  Section 9.5   Entire Agreement; Third Party Beneficiaries   60
  Section 9.6   Severability   60
  Section 9.7   Assignment   61
  Section 9.8   Amendment   61
  Section 9.9   Extension; Waiver   61
  Section 9.10   GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL   61
  Section 9.11   Enforcement   62
  Section 9.12   Definitions   62


LIST OF EXHIBITS

Exhibit
   Title
1   Form of Voting Agreement
1.1   Form of New Qwest Certificate of Incorporation and By-Laws
1.6   Form of Contribution Agreement
6.13   Form of Affiliate Agreement

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INDEX OF DEFINED TERMS

Term
   Section
"Affiliate"   Section 9.12
"Affiliate Agreement"   Section 6.13
"Aggregate Base Merger Consideration"   Section 1.12
"Aggregate Incremental Amount"   Section 9.12
"Agreement"   Preamble
"Average Qwest Stock Price"   Section 9.12
"Bankruptcy Cases"   Section 9.12
"Bankruptcy Claims"   Section 9.12
"Bankruptcy Claims Proposals"   Section 1.12(d)
"Bankruptcy Claims Valuation Firm"   Section 1.12(a)
"Bankruptcy Code"   Section 9.12
"Bankruptcy Court Order"   Section 6.17
"Base Merger Consideration"   Section 1.11(b)
"Benefits Continuation Period"   Section 6.6(a)
"Board of Directors"   Section 9.12
"Business Combination Transaction"   Section 6.5(e)
"Business Day"   Section 9.12
"Certificates"   Section 1.17(c)
"Certificates of Merger"   Section 1.8
"Change"   Section 6.2(a)
"Change in Recommendation"   Section 6.5(c)
"Change in the MCI Recommendation"   Section 6.2(a)
"Change in the Qwest Recommendation"   Section 6.2(b)
"Chapter 11 Plan"   Section 9.12
"Closing"   Section 1.7
"Closing Date"   Section 1.7
"Code"   Recitals
"Confidentiality Agreement"   Section 6.3
"Constituent Documents"   Section 9.12
"Continuing Employees"   Section 6.6(a)
"Corporate Monitor Order"   Section 6.20
"D & O Insurance"   Section 6.8(a)
"Debtors"   Section 9.12
"DGCL"   Section 1.5
"Dissenting Shares"   Section 9.12
"Dissenting Stockholder"   Section 1.15
"DOJ"   Section 6.4(b)
"Effective Time"   Section 1.8
"Environmental Laws"   Section 9.12
"Environmental Permits"   Section 9.12
"Equity Amount"   Section 1.11(b)
"ERISA"   Section 9.12
"Exchange Act"   Section 9.12
"Exchange Agent"   Section 2.1
"Exchange Fund"   Section 2.1
"Exchange Ratio"   Section 1.11(b)
"Excluded Shares"   Section 9.12
     

iv

"Expenses"   Section 6.7
"FCC"   Section 3.7(b)
"Final Remaining Specified Included Liabilities Amount"   Section 9.12
"Form S-4"   Section 3.10
"FTC"   Section 6.4(b)
"GAAP"   Section 3.8(b)
"Good Condition"   Section 3.17(c)(i)
"Governmental Entity"   Section 9.12
"Greenhill"   Section 3.18
"Hazardous Substances"   Section 9.12
"HSR Act"   Section 3.7(b)
"Incremental Amount"   Section 1.12(g)
"Indebtedness"   Section 9.12
"Industry Standards"   Section 3.17(c)(i)
"Injunctions"   Section 6.20
"Intellectual Property Licenses"   Section 9.12
"Intellectual Property"   Section 9.12
"Intervening Event"   Section 6.5(e)
"IRS"   Section 9.12
"Joint Proxy Statement/Prospectus"   Section 6.1(a)
"JPMorgan"   Section 3.18
"Law"   Section 9.12
"Lazard"   Section 3.18
"Leased Network Facilities"   Section 9.12
"Liens"   Section 9.12
"Maximum Annual Premium"   Section 6.8(a)
"MCI"   Preamble
"MCI Benefit Plans"   Section 9.12
"MCI Business"   Section 9.12
"MCI Certificate of Merger"   Section 1.8
"MCI Certificates"   Section 1.11(c)
"MCI Common Stock"   Section 9.12
"MCI Contracts"   Section 3.22(b)
"MCI Customer Requirements"   Section 3.17(c)
"MCI Disclosure Letter"   Section 3
"MCI ESPP"   Section 1.13(c)
"MCI Financial Advisors"   Section 3.18
"MCI Financial Statements"   Section 9.12
"MCI Intellectual Property"   Section 3.21(a)
"MCI Material Adverse Effect"   Section 9.12
"MCI Merger Consideration"   Section 1.11(b)
"MCI Merger"   Section 1.5(b)
"MCI Merger Sub"   Section 1.2(b)
"MCI Owned Intellectual Property"   Section 3.21(a)
"MCI Real Property"   Section 3.16
"MCI Recommendation"   Section 6.2(a)
"MCI Restricted Shares"   Section 9.12
"MCI Right-of-Way Agreement"   Section 3.17(a)
"MCI Rights"   Section 9.12
"MCI Rights Agreement"   Section 9.12
     

v

"MCI SEC Documents"   Section 3.8(a)
"MCI Stock Plans"   Section 3.3(d)
"MCI Stockholder Approval"   Section 3.4(a)
"MCI Stockholders Meeting"   Section 6.2(a)
"MCI Subsidiary"   Section 3.2(a)
"Merger Consideration"   Section 1.17(b)
"Merger Subsidiaries"   Section 1.2(b)
"Mergers"   Section 1.5(b)
"Merrill Lynch"   Section 4.16
"Nasdaq"   Section 9.12
"Network Facilities"   Section 9.12
"Network Facility Agreements"   Section 9.12
"Neutral Valuation Firms"   Section 1.12(a)
"New Qwest"   Section 1.1
"New Qwest Common Stock"   Section 1.1
"New Qwest Equity Awards"   Section 6.6(e)
"New Qwest Restricted Shares"   Section 1.13(a)
"NYSE"   Section 9.12
"Order"   Section 9.12
"Other MCI Equity-Based Award"   Section 1.13(b)
"Other Qwest Equity-Based Award"   Section 1.18(d)
"Outside Date"   Section 8.1(b)
"Owned Network Facilities"   Section 9.12
"Paid Specified Included Liabilities Amount"   Section 9.12
"Per Share Cash Amount"   Section 1.11(b)
"Permitted Liens"   Section 9.12
"Person"   Section 9.12
"Preliminary Exchange Ratio"   Section 1.11(b)
"Proceeding"   Section 5.1(k)
"Qwest"   Preamble
"Qwest Benefit Plans"   Section 9.12
"Qwest Business"   Section 9.12
"Qwest Certificate of Merger"   Section 1.8
"Qwest Certificates"   Section 1.17(c)
"Qwest Common Stock"   Section 9.12
"Qwest Contracts"   Section 4.20(b)
"Qwest Customer Requirements"   Section 4.16(c)
"Qwest Disclosure Letter"   Section 4
"Qwest ESPP"   Section 1.18(c)
"Qwest Financial Advisors"   Section 4.16
"Qwest Financial Statements"   Section 9.12
"Qwest Intellectual Property"   Section 4.19(a)
"Qwest Material Adverse Effect"   Section 9.12
"Qwest Merger Consideration"   Section 1.17(b)
"Qwest Merger"   Section 1.5(a)
"Qwest Merger Sub"   Section 1.2(a)
"Qwest Option"   Section 1.18(b)
"Qwest Owned Intellectual Property"   Section 4.19(a)
"Qwest Preferred Stock"   Section 4.3(a)
"Qwest Real Property"   Section 4.14
     

vi

"Qwest Recommendation"   Section 6.2(b)
"Qwest Restricted Shares"   Section 9.12
"Qwest Right-of-Way Agreements"   Section 4.15(a)
"Qwest Rights"   Section 9.12
"Qwest Rights Agreement"   Section 9.12
"Qwest SEC Documents"   Section 4.7(a)
"Qwest Stock Plans"   Section 4.3(d)
"Qwest Stockholder Approval"   Section 4.4(a)
"Qwest Stockholders Meeting"   Section 6.2(b)
"Qwest Subsidiaries"   Section 4.2(a)
"QSC"   Section 1.6
"Regulatory Law"   Section 6.4(b)
"Release"   Section 9.12
"Remaining Specified Included Liabilities Amount"   Section 1.12(a)
"Representatives"   Section 6.3
"Restoring Trust"   Section 9.12
"Sarbanes-Oxley Act"   Section 3.13(b)
"SEC"   Section 3.7(b)
"Software"   Section 9.12
"Securities Act"   Section 9.12
"Special Cash Dividend"   Section 6.16
"Specified Efforts"   Section 6.4(e)
"Specified Included Liabilities Amount"   Section 9.12
"Specified International Tax Liabilities"   Section 9.12
"Specified Material Adverse Effect"   Section 6.4(e)
"Specified Tax Liabilities Proposals"   Section 1.12(d)
"Specified Tax Liabilities Valuation Firm"   Section 1.12(a)
"State Commissions"   Section 3.7(b)
"Stock Consideration"   Section 1.11(b)
"Stockholder Approval"   Section 6.5(a)
"Subsidiary"   Section 9.12
"Superior Proposal"   Section 6.5(e)
"Takeover Proposal"   Section 6.5(e)
"Tax"   Section 9.12
"Tax Return"   Section 9.12
"Taxing Authority"   Section 9.12
"Termination Fee"   Section 8.3(a)
"Third Party"   Section 6.5(e)
"Trade Secrets"   Section 9.12
"Trigger Notice"   Section 1.12(a)
"UBS"   Section 4.16

vii


AGREEMENT AND PLAN OF MERGER

        This AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2005 (this "Agreement"), is between Qwest Communications International Inc., a Delaware corporation ("Qwest"), and MCI, Inc., a Delaware corporation ("MCI"). In this Agreement, all references to the date of this Agreement shall be deemed to mean April 5, 2005.

RECITALS

        WHEREAS, the respective Boards of Directors of Qwest and MCI have deemed it advisable and in the best interests of their respective companies and stockholders that Qwest and MCI engage in a business combination;

        WHEREAS, the combination of Qwest and MCI shall be effected by the terms of this Agreement through the Mergers;

        WHEREAS, within two Business Days of the execution and delivery of this Agreement by MCI, Mr. Philip Anschutz will execute and deliver a Voting Agreement with MCI substantially in the form attached as Exhibit 1 hereto with respect to shares of Qwest Common Stock beneficially owned by Mr. Anschutz;

        WHEREAS, in furtherance thereof, the respective Boards of Directors of Qwest and MCI have approved and declared advisable this Agreement and the applicable Merger, upon the terms and subject to the conditions set forth in this Agreement, pursuant to which each share of capital stock of Qwest and each share of capital stock of MCI issued and outstanding immediately prior to the Effective Time will be converted into the right to receive shares of capital stock of New Qwest as set forth herein; and

        WHEREAS, it is intended that, for U.S. federal income tax purposes, (i) the exchange of Qwest Common Stock and MCI Common Stock pursuant to the Mergers, taken together, shall qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) the Qwest Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code;

        NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the parties agree as follows:


ARTICLE I
THE MERGERS; CERTAIN RELATED MATTERS

        Section 1.1    Organization of New Qwest.    As promptly as practicable following the execution of this agreement, Qwest shall cause a new corporation ("New Qwest") to be organized under the laws of the State of Delaware for the sole purpose of effectuating the Mergers and the other transactions contemplated hereby. The certificate of incorporation and bylaws of New Qwest shall be substantially in the form attached as Exhibit 1.1 hereto. The authorized capital stock of New Qwest shall initially consist of 100 shares of common stock, par value $0.01 per share (the "New Qwest Common Stock"), of which only one share shall be issued to Qwest.

        Section 1.2    Organization of Merger Subsidiaries.    As promptly as practicable following the execution of this Agreement, Qwest shall cause New Qwest to organize for the sole purpose of effectuating the Mergers:

        Section 1.3    Actions of Directors and Officers.    As promptly as practicable following the execution of this Agreement, Qwest shall take all requisite action to designate the directors and officers of New Qwest and each of the Merger Subsidiaries and to take such steps as may be necessary or appropriate to complete the organization of New Qwest and the Merger Subsidiaries as contemplated by Sections 1.1 and 1.2. Qwest shall cause the directors of New Qwest to ratify and approve this Agreement and the directors of the Merger Subsidiaries to ratify and approve this Agreement.

        Section 1.4    Actions of Qwest and New Qwest.    As promptly as practicable following the execution of this Agreement, Qwest, as the holder of all the outstanding shares of New Qwest Common Stock, shall cause New Qwest to enter into and become a party to this Agreement and adopt this Agreement and shall cause New Qwest, as the sole stockholder of each of the Merger Subsidiaries, to cause the Merger Subsidiaries to enter into and become a party to this Agreement and adopt this Agreement. Qwest shall cause New Qwest, and New Qwest shall cause the Merger Subsidiaries, to perform their respective obligations under this Agreement. As promptly as practicable after the date hereof the parties shall cause this Agreement to be amended to add New Qwest and the Merger Subsidiaries as parties, and each Merger Subsidiary shall become a constituent corporation in its respective Merger.

        Section 1.5    The Mergers.    Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time:

        Section 1.6    The Contribution.    Immediately following the consummation of the Mergers, New Qwest shall contribute all of the outstanding shares of MCI capital stock to Qwest Services Corporation, a Delaware company and wholly-owned subsidiary of Qwest ("QSC"), pursuant to the terms of the Contribution Agreement substantially in the form attached as Exhibit 1.6 hereto, in consideration of the actions of QSC as directed by New Qwest to consummate the MCI Merger including, without limitation, all distributions and payments made or directed by QSC as direct or indirect consideration in the MCI Merger.

        Section 1.7    Closing.    The closing of the Mergers (the "Closing") shall, subject to the fulfillment or waiver of the conditions set forth in Article VII, take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Chicago, Illinois at 10:00 a.m., Chicago time, on the third Business Day after all of the conditions set forth in Article VII have been fulfilled or waived (other than those conditions that by their nature are to be satisfied at the Closing) in accordance with

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this Agreement or at such other place and time and/or on such other date as Qwest and MCI may agree in writing (the "Closing Date").

        Section 1.8    Effective Time.    Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall file the Certificates of Merger as contemplated by the DGCL, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the DGCL. The Mergers shall become effective at (i) the date and time both the certificate of merger relating to the Qwest Merger (the "Qwest Certificate of Merger") and the certificate of merger relating to the MCI Merger (the "MCI Certificate of Merger" and, together with the Qwest Certificate of Merger, the "Certificates of Merger") are duly filed with the Secretary of State of the State of Delaware or (ii) such subsequent time as Qwest and MCI shall agree and as shall be specified in the Certificates of Merger; provided that both Mergers shall become effective at the same time (such time as the Mergers become effective being the "Effective Time").

        Section 1.9    Charter and Bylaws.    

        Section 1.10    Directors and Officers of Subsidiaries.    

        Section 1.11    Effect on MCI Capital Stock.    

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        Section 1.12    Adjustment for Specified Included Liabilities at Closing.    

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        For the purposes hereof, the "Aggregate Base Merger Consideration" shall equal $14.00 multiplied by the sum of (x) the number of shares of MCI Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares other than Dissenting Shares) and (y) the number of shares reserved for issuance pursuant to the Chapter 11 Plan that are unissued immediately prior to the Effective Time (which number shall not exceed 5,375,000 minus the number of shares so issued after the date hereof).

        Section 1.13    Treatment of MCI Restricted Shares and Other Equity-Based Awards.    

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        Section 1.14    Certain Adjustments.    If, between the date of this Agreement and the Effective Time, the outstanding Qwest Common Stock or MCI Common Stock shall have been changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares, or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the Exchange Ratio and the Per Share Cash Amount shall be appropriately adjusted to provide to the holders of MCI Common Stock the same economic effect as contemplated by this Agreement prior to such event.

        Section 1.15    MCI Appraisal Rights.    No holder of Dissenting Shares (a "Dissenting Stockholder") shall be entitled to any MCI Merger Consideration or dividends or other distributions pursuant to Section 2.3 in respect of such Dissenting Shares unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to seek appraisal of its Dissenting Shares under the DGCL, and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be treated as though such Dissenting Shares had been converted into the MCI Merger Consideration pursuant to Section 1.11. MCI shall give New Qwest (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by MCI relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. MCI shall not, except with the prior written consent of New Qwest, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

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        Section 1.16    Associated Rights.    

        Section 1.17    Effect on Qwest Capital Stock.    

        Section 1.18    Treatment of Qwest Restricted Shares and Other Equity-Based Awards.    

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ARTICLE II
EXCHANGE OF CERTIFICATES

        Section 2.1    Exchange Fund.    Prior to the Effective Time, Qwest shall appoint a commercial bank or trust company reasonably acceptable to MCI 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, New Qwest shall deposit or cause to be deposited with the Exchange Agent, in trust for the benefit of holders of shares of MCI Common Stock and Qwest Common Stock, certificates representing the New Qwest Common Stock issuable pursuant to Section 1.11 and Section 1.17 in exchange for outstanding shares of MCI Common Stock and Qwest Common Stock and an amount of cash representing the aggregate cash consideration payable pursuant to Section 1.11. New Qwest agrees to make or cause to be made available to the Exchange Agent from time to time as needed, cash sufficient to make cash payments for the cash consideration pursuant to Section 1.11, in lieu of fractional shares pursuant to Section 2.5 and any dividends and other distributions pursuant to Section 2.3. Any cash and certificates of New Qwest Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the "Exchange Fund."

        Section 2.2    Exchange Procedures.    Promptly after the Effective Time, New Qwest shall cause the Exchange Agent to mail to (x) each holder of record, as of the Effective Time, of shares of MCI Common Stock and (y) each holder of record, as of the Effective Time, of shares of Qwest Common Stock: (i) a letter of transmittal that shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder representing such shares of MCI Common Stock or Qwest Common Stock, as the case may be, shall pass, only upon proper delivery of the Certificates to the Exchange Agent, which letter shall be in customary form and have such other provisions as New Qwest

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may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration.

        Section 2.3    Distributions with Respect to Unexchanged Shares.    All shares of New Qwest Common Stock to be issued pursuant to the Mergers (which shall exclude shares issued pursuant to the Bankruptcy Court Order) shall be deemed issued and outstanding as of the Effective Time. No dividends or other distributions declared or made in respect of the New Qwest Common Stock shall be paid to the holder of any Certificate until the holder of such Certificate shall surrender such Certificate in accordance with this Article II. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to such holder of shares of New Qwest Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of surrender the number of whole shares of New Qwest Common Stock issuable in exchange therefor pursuant to this Article II, together with the cash consideration payable pursuant to Section 1.11, cash in lieu of a fractional share of New Qwest Common 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 New Qwest Common 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 New Qwest Common Stock.

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        Section 2.4    No Further Ownership Rights.    All shares of New Qwest Common Stock issued and cash paid upon conversion of shares of MCI Common Stock or Qwest Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 1.11, Section 2.3 or Section 2.5) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of MCI Common Stock or Qwest Common Stock previously represented by such MCI Certificates or Qwest Certificates, as the case may be.

        Section 2.5    No Fractional Shares of New Qwest Common Stock.    

        Section 2.6    Termination of Exchange Fund.    Any portion of the Exchange Fund that remains undistributed to the holders of Certificates for six months after the Effective Time shall be delivered to New Qwest or otherwise on the instruction of New Qwest, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to New Qwest for the applicable Merger Consideration with respect to the shares of MCI Common Stock or Qwest Common Stock formerly represented thereby to which such holders are entitled pursuant to Section 1.11, cash in lieu of fractional shares of New Qwest Common Stock to which such holders are entitled pursuant to Section 2.5 and any dividends or distributions with respect to shares of New Qwest Common Stock to which such holders are entitled pursuant to Section 2.3. Any such portion of the Exchange Fund remaining unclaimed by holders of shares of MCI Common Stock or Qwest Common Stock five years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity) shall, to the extent permitted by applicable Law, become the property of New Qwest free and clear of any claims or interest of any Person previously entitled thereto.

        Section 2.7    No Liability.    None of New Qwest, Qwest, MCI, Qwest Merger Sub, MCI Merger Sub or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.

        Section 2.8    Investment of the Exchange Fund.    The Exchange Agent shall invest any cash included in the Exchange Fund as directed by New Qwest on a daily basis; provided that no such gain or loss thereon shall affect the amounts payable to the stockholders of MCI or Qwest pursuant to Article I or this Article II. Any interest and other income resulting from such investments shall promptly be paid to New Qwest.

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        Section 2.9    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 New Qwest, the posting by such Person of a bond in such reasonable amount as New Qwest may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the shares of MCI Common Stock or Qwest Common Stock formerly represented thereby, any cash in lieu of fractional shares of New Qwest Common Stock to which such holders are entitled pursuant to Section 2.5 and any dividends and distributions with respect to shares of New Qwest Common Stock to which such holders are entitled pursuant to Section 2.3.

        Section 2.10    Withholding Rights.    New Qwest shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of MCI Common Stock, Qwest Common Stock, MCI Restricted Shares, Qwest Restricted Shares or any other equity rights in MCI or Qwest 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 non-U.S. Law and shall further be entitled to sell New Qwest Common Stock otherwise payable pursuant to this Agreement to satisfy any such withholding requirement. To the extent that amounts are so withheld by New Qwest, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of MCI Common Stock or Qwest Common Stock in respect of which such deduction and withholding was made by New Qwest.

        Section 2.11    Further Assurances.    After the Effective Time, the officers and directors of New Qwest will be authorized to execute and deliver, in the name and on behalf of MCI, Qwest, MCI Merger Sub or Qwest Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of MCI, Qwest, MCI Merger Sub or Qwest Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in New Qwest any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by New Qwest as a result of, or in connection with, the Mergers.

        Section 2.12    Stock Transfer Books.    The stock transfer books of MCI and Qwest shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of shares of MCI Common Stock or Qwest Common Stock thereafter on the records of MCI or Qwest. At or after the Effective Time, any Certificates presented to the Exchange Agent or New Qwest for any reason shall be converted into the right to receive the applicable Merger Consideration with respect to the shares of MCI Common Stock or Qwest Common Stock formerly represented thereby (including any cash in lieu of fractional shares of New Qwest Common Stock to which the holders thereof are entitled to pursuant to Section 2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.3).

        Section 2.13    Affiliates.    Notwithstanding anything to the contrary herein, to the fullest extent permitted by Law, no certificates representing shares of New Qwest Common Stock or cash shall be delivered to a Person who may be deemed an "affiliate" of MCI or Qwest in accordance with Section 6.13 hereof for purposes of Rule 145 under the Securities Act, until such Person has executed and delivered an Affiliate Agreement to New Qwest.


ARTICLE III
REPRESENTATIONS AND WARRANTIES OF MCI

        Except as otherwise disclosed to Qwest in a letter (the "MCI Disclosure Letter") delivered to it by MCI prior to the execution of this Agreement (with specific reference to the representations and warranties in this Article III to which the information in such letter relates, subject to Section 9.3(b)) or as set forth in the MCI SEC Documents filed prior to the date hereof (excluding any disclosures

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included in any such MCI SEC Document that are predictive or forward-looking in nature), MCI represents and warrants to Qwest as follows:

        Section 3.1    Organization.    MCI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. MCI delivered or has made available to Qwest true, correct and complete copies of its certificate of incorporation and by-laws, as amended and in effect on the date of this Agreement.

        Section 3.2    Subsidiaries.    

        Section 3.3    Capitalization.    

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        Section 3.4    Authorization.    

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        Section 3.5    Takeover Statute, No Restrictions on the MCI Merger.    

        Section 3.6    MCI Rights Agreement.    The Board of Directors of MCI has taken all necessary action to render the MCI Rights Agreement inapplicable to the MCI Merger and the transactions contemplated hereby, and neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby will result in the occurrence of a Distribution Date, as defined in the MCI Rights Agreement, or otherwise cause the MCI Rights to become exercisable by the holders thereof.

        Section 3.7    Consents and Approvals; No Violations.    

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        Section 3.8    SEC Reports; MCI Financial Statements.    

        Section 3.9    Absence of Undisclosed Liabilities.    MCI and the MCI Subsidiaries do not have any liabilities or obligations, known or unknown, contingent or otherwise, except (a) Specified Included Liabilities, (b) liabilities and obligations in the respective amounts reflected on or reserved against in the consolidated balance sheet of MCI and the MCI Subsidiaries included in the MCI Financial Statements (or readily apparent in the notes thereto), (c) liabilities and obligations incurred in a commercially reasonable manner consistent with industry practice since the date of such balance sheet, and (d) liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to have an MCI Material Adverse Effect.

        Section 3.10    Form S-4; Joint Proxy Statement/Prospectus.    None of the information supplied or to be supplied by MCI for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by New Qwest in connection with the issuance of shares of New Qwest Common Stock in the Mergers (the "Form S-4") will, at the time the Form S-4 is filed with the SEC or at any time it is supplemented or amended or at the time it 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, in light of the circumstances

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under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date mailed to stockholders of MCI and Qwest and at the time of each of the MCI Stockholders Meeting and the Qwest Stockholders Meeting to be held in connection with the Mergers, contain any untrue statement of a fact or omit to state any fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

        Section 3.11    Absence of Certain Changes.    Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, for the period beginning September 30, 2004 until the date hereof, (i) MCI and the MCI Subsidiaries have conducted their respective businesses only in a commercially reasonable manner consistent with past practice or with industry practice; (ii) there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of MCI's capital stock, other than regular quarterly dividends and the $0.40 per share dividend declared on February 11, 2005; (iii) there has not been any action taken by MCI or any of the MCI Subsidiaries that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a material breach of Section 5.1; and (iv) except as required by GAAP, there has not been any change by MCI in its accounting principles, practices or methods. Since September 30, 2004 until the date hereof, there have not been any changes, circumstances or events that, individually and in the aggregate, have had or would reasonably be expected to result in an MCI Material Adverse Effect.

        Section 3.12    Litigation.    There is no suit, action, proceeding, claim, review or investigation (whether at law or in equity, before or by any Governmental Entity or before any arbitrator) pending, affecting or, to the knowledge of MCI, threatened in writing against MCI or any of the MCI Subsidiaries, or their respective properties or rights that, individually and in the aggregate for any such matters premised on common legal theories and similar facts, would reasonably be expected to result in an MCI Material Adverse Effect. There is no Order of any Governmental Entity or arbitrator outstanding against MCI or any of the MCI Subsidiaries which would, individually or in the aggregate, reasonably be expected to result in an MCI Material Adverse Effect.

        Section 3.13    Compliance with Laws.    

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        Section 3.14    Taxes.    

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        Section 3.15    MCI ESPP.    No officer, employee, director, consultant, or other service provider to MCI or any of the MCI Subsidiaries has any outstanding options to purchase any capital stock of MCI or any of the MCI Subsidiaries, other than the rights to purchase MCI Common Stock outstanding under the terms of the MCI ESPP.

        Section 3.16    Sufficiency of Real Property, etc.    The real property, together with all improvements and fixtures presently or hereafter located thereon or attached or appurtenant thereto or owned by MCI or any of the MCI Subsidiaries, and all easements, licenses, rights and appurtenances relating to the foregoing, and all interests leased by MCI or any of the MCI Subsidiaries pursuant to leases, subleases, licenses and occupancy agreements (collectively, the "MCI Real Property") constitute all the fee and leasehold interests in real property required for the conduct of the MCI Business as currently conducted. Except in any such case as would not, individually or in the aggregate, reasonably be expected to have an MCI Material Adverse Effect, all buildings, structures, fixtures and improvements included within the MCI Real Property are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of MCI, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements included within the MCI Real Property that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof.

        Section 3.17    Right-of-Way Agreements and Network Facilities.    

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        Section 3.18    Brokers.    No Persons other than Greenhill & Co., LLC ("Greenhill"), Lazard, Frères & Co. LLC ("Lazard") and J. P. Morgan Securities Inc. ("JPMorgan", and collectively with Greenhill and Lazard, the "MCI Financial Advisors") are entitled to any brokerage, financial advisory, finder's or similar fee or commission payable by any party hereto in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of MCI or any MCI Subsidiary. MCI has furnished to Qwest a true, correct and complete copy of each agreement between MCI, any MCI Subsidiary and each MCI Financial Advisor relating to the Mergers and the other transactions contemplated by this Agreement.

        Section 3.19    Employee Benefit Plans and Related Matters; ERISA.    

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        Section 3.20    Employees, Labor Matters.    As soon as practicable (but not later than 20 Business Days) after the date hereof, MCI shall provide Qwest with a schedule that sets forth a complete and correct list of each collective bargaining agreement to which any of MCI or any of the MCI Subsidiaries is party or by which any such entity may be bound. Since April 20, 2004, there has not occurred nor, to the knowledge of MCI has there been threatened, any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity or organizing campaign with respect to any employees of MCI or any of the MCI Subsidiaries. There are no material labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the knowledge of MCI, threatened with respect to any employee of MCI or any of the MCI Subsidiaries.

        Section 3.21    Intellectual Property Rights.    Except as would not, individually or in the aggregate, reasonably be expected to have an MCI Material Adverse Effect:

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        Section 3.22    Contracts.    

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        Section 3.23    Environmental Laws and Regulations.    Except as disclosed in Section 3.23 of the MCI Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have an MCI Material Adverse Effect:

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        Section 3.24    Insurance Coverage.    MCI and the MCI Subsidiaries maintain policies of insurance in such amounts and against such risks as are customary in the industries in which MCI and the MCI Subsidiaries operate. Except as would not reasonably be expected to have an MCI Material Adverse Effect, all such insurance policies are in full force and effect and will not in any way be affected by, or terminate or lapse by reason of, this Agreement or the consummation of any of the transactions contemplated hereby.

        Section 3.25    Consent Decrees.    Section 3.25 of the MCI Disclosure Letter sets forth a list of all material consent decrees to which MCI and the MCI Subsidiaries are subject and any material voluntary agreements with any state or federal agency that impose any continuing duties on MCI, including any additional reporting or monitoring requirements.

        Section 3.26    Foreign Corrupt Practices and International Trade Sanctions.    Neither MCI, nor any MCI Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended, or any other similar applicable foreign, Federal or state Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws, in each case, except as is not, individually or in the aggregate, reasonably likely to have an MCI Material Adverse Effect.

        Section 3.27    Compliance with Governance Requirements.    MCI is in compliance in all material respects with the permanent injunction entered by the United States District Court for the Southern District of New York against MCI's predecessor company on November 26, 2002 and such court's related June 11, 2003 and December 17, 2003 orders.

        Section 3.28    Opinions of Financial Advisors.    MCI has received opinions from Greenhill, Lazard and JPMorgan, dated as of a date within five days of the date of execution of this Agreement by MCI, to the effect that, as of the date of such opinions and subject to the procedures followed, and the qualifications and limitations set forth therein, the MCI Merger Consideration (without giving effect to any adjustment pursuant to Section 1.11), the Special Cash Dividend and the $0.40 per share cash dividend declared by the Board of Directors of MCI on February 11, 2005, taken together, are fair, from a financial point of view to the holders of shares of MCI Common Stock.


ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF QWEST

        Except as otherwise disclosed to MCI in a letter (the "Qwest Disclosure Letter") delivered to it by Qwest prior to the execution of this Agreement (with specific reference to the representations and warranties in this Article IV to which the information in such letter relates, subject to Section 9.3(b)) or as set forth in the Qwest SEC Documents filed prior to the date hereof (excluding any disclosures included in any such Qwest SEC Document that are predictive or forward-looking in nature), Qwest represents and warrants to MCI as follows:

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        Section 4.1    Organization.    Qwest is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. Qwest delivered or has made available to MCI true, correct and complete copies of its certificate of incorporation and by-laws, as amended and in effect on the date of this Agreement.

        Section 4.2    Subsidiaries.    

        Section 4.3    Capitalization.    

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        Section 4.4    Authorization.    

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        Section 4.5    Takeover Statute, No Restrictions on the Qwest Merger; Qwest Rights Agreement.    

        Section 4.6    Consents and Approvals; No Violations.    

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        Section 4.7    SEC Reports; Qwest Financial Statements.    

        Section 4.8    Absence of Undisclosed Liabilities.    Qwest and the Qwest Subsidiaries do not have any liabilities or obligations, known or unknown, contingent or otherwise, except (a) liabilities and obligations in the respective amounts reflected on or reserved against in the consolidated balance sheet of Qwest and the Qwest Subsidiaries included in the Qwest Financial Statements (or readily apparent in the notes thereto), (b) liabilities and obligations incurred in the ordinary course of business, consistent with past practice, since the date of such balance sheet, and (c) liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to have a Qwest Material Adverse Effect.

        Section 4.9    Form S-4; Joint Proxy Statement/Prospectus.    None of the information supplied or to be supplied by Qwest for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at any time it is supplemented or amended or at the time it 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, in light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date mailed to stockholders of MCI and Qwest and at the time of each of the MCI Stockholders Meeting and the Qwest Stockholders Meeting to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to

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be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

        Section 4.10    Absence of Certain Changes.    Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, for the period beginning December 31, 2004 until the date hereof, (i) Qwest and the Qwest Subsidiaries have conducted their respective businesses only in a commercially reasonable manner consistent with past practice or with industry practice; (ii) there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of Qwest's capital stock; (iii) there has not been any action taken by Qwest or any of the Qwest Subsidiaries that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a material breach of Section 5.2; and (iii) except as required by GAAP, there has not been any change by Qwest in its accounting principles, practices or methods. Since December 31, 2004 until the date hereof, there have not been any changes, circumstances or events that, individually and in the aggregate, have had or would reasonably be expected to result in a Qwest Material Adverse Effect.

        Section 4.11    Litigation.    There is no suit, action, proceeding, claim, review or investigation (whether at law or in equity, before or by any Governmental Entity or before any arbitrator) pending, affecting or, to the knowledge of Qwest, threatened against Qwest or any Qwest Subsidiary, or their respective properties or rights that, individually and in the aggregate for any such matters premised on common legal theories and similar facts, would reasonably be expected to result in a Qwest Material Adverse Effect. There is no Order of any Governmental Entity or arbitrator outstanding against Qwest or any Qwest Subsidiary which would, individually or in the aggregate, reasonably be expected to result in a Qwest Material Adverse Effect.

        Section 4.12    Compliance with Laws.    

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        Section 4.13    Taxes.    

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        Section 4.14    Sufficiency of Real Property, etc.    The real property, together with all improvements and fixtures presently or hereafter located thereon or attached or appurtenant thereto or owned by Qwest or any of the Qwest Subsidiaries, and all easements, licenses, rights and appurtenances relating to the foregoing, and all interests leased by Qwest or any of the Qwest Subsidiaries pursuant to leases, subleases, licenses and occupancy agreements (collectively, the "Qwest Real Property") constitute all the interests in real property required for the conduct of the Qwest Business as currently conducted. Except in any such case as would not, individually or in the aggregate, reasonably be expected to have a Qwest Material Adverse Effect, all buildings, structures, fixtures and improvements included within the Qwest Real Property are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of Qwest, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements included within the Qwest Real Property that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof.

        Section 4.15    Right-of-Way Agreements and Network Facilities.    

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        Section 4.16    Brokers.    No Persons other than UBS Securities LLC ("UBS") and Merrill Lynch & Co., Inc. ("Merrill Lynch", and together with UBS, the "Qwest Financial Advisors") are entitled to any brokerage, financial advisory, finder's or similar fee or commission payable by Qwest in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Qwest or any Qwest Subsidiary. Qwest has furnished to MCI a true, correct and complete copy of each agreement between Qwest, any Qwest Subsidiary and each Qwest Financial Advisor relating to the Mergers and the other transactions contemplated by this Agreement.

        Section 4.17    Employee Benefit Plans and Related Matters; ERISA.    

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        Section 4.18    Employees, Labor Matters.    As soon as practicable (but not later than 20 Business Days) after the date hereof, Qwest shall provide MCI with a schedule that sets forth a complete and correct list of each collective bargaining agreement to which any of Qwest or any of the Qwest Subsidiaries is party or by which any such entity may be bound. Since December 31, 2003, there has not occurred nor, to the knowledge of Qwest has there been threatened, any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity or organizing campaign with respect to any employees of Qwest or any of the Qwest Subsidiaries. There are no material labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the knowledge of Qwest, threatened with respect to any employee of Qwest or any of the Qwest Subsidiaries.

        Section 4.19    Intellectual Property Rights.    Except as would not, individually or in the aggregate, reasonably be expected to have a Qwest Material Adverse Effect:

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        Section 4.20    Contracts.    

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        Section 4.21    Environmental Laws and Regulations.    Except as disclosed in Section 4.21 of the Qwest Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Qwest Material Adverse Effect:

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        Section 4.22    Insurance Coverage.    Qwest and the Qwest Subsidiaries maintain policies of insurance in such amounts and against such risks as are customary in the industries in which Qwest and the Qwest Subsidiaries operate. Except as would not reasonably be expected to have a Qwest Material Adverse Effect, all such insurance policies are in full force and effect and will not in any way be affected by, or terminate or lapse by reason of, this Agreement or the consummation of any of the transactions contemplated hereby.

        Section 4.23    Consent Decrees.    Section 4.23 of the Qwest Disclosure Letter sets forth a list of all material consent decrees to which Qwest and the Qwest Subsidiaries are subject and any material voluntary agreements with any state or federal agency that impose any continuing duties on Qwest, including any additional reporting or monitoring requirements.

        Section 4.24    Foreign Corrupt Practices and International Trade Sanctions.    Neither Qwest, nor any Qwest Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended, or any

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other similar applicable foreign, Federal or state Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Qwest Material Adverse Effect.

        Section 4.25    Opinions of Financial Advisors.    Qwest has received opinions from UBS and Merrill Lynch, dated as of March 31, 2005, to the effect that, as of the date of such opinions and subject to the procedures followed, and the qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view to Qwest.


ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS

        Section 5.1    Covenants of MCI.    From the date of this Agreement until the Effective Time, unless Qwest shall otherwise consent in writing or except as set forth in Section 5.1 of the MCI Disclosure Letter or as otherwise expressly provided for in this Agreement, MCI shall, and shall cause each of the MCI Subsidiaries to, conduct its business in the ordinary course, consistent with past practice, and shall use its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customers, suppliers and others having business dealings with it, to keep available the services of its current officers and key employees and to maintain its current rights and franchises, in each case, consistent with industry practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 of the MCI Disclosure Letter or as otherwise expressly provided for in this Agreement or as required by applicable Law, from the date hereof until the Effective Time, without the prior written consent of Qwest, which consent shall not be unreasonably withheld, MCI shall not, and shall not permit any MCI Subsidiary to:

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        Section 5.2    Covenants of Qwest.    From the date of this Agreement until the Effective Time, unless MCI shall otherwise consent in writing, or except as set forth in Section 5.2 of the Qwest Disclosure Letter or as otherwise expressly provided for in this Agreement, Qwest shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course, consistent with past practice, and shall use all commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customers, suppliers and others having business dealings with it and maintain its current rights and franchises, subject to the terms of this Agreement. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.2 of the Qwest Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the Effective Time, without the prior written consent of MCI, which consent shall not be unreasonably withheld, Qwest shall not, and shall not permit any Subsidiary of Qwest to:


ARTICLE VI
ADDITIONAL AGREEMENTS

        Section 6.1    Preparation of Proxy Statement.    

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        Section 6.2    Stockholders Meetings; Recommendations.    

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        Section 6.3    Access to Information; Confidentiality.    Upon reasonable notice, Qwest and MCI shall each, and shall cause each of their respective Subsidiaries to, afford to the officers, directors, employees, accountants, counsel, financial advisors, consultants, financing sources and other advisors or representatives (collectively, "Representatives") of the other party access during normal business hours to all of its and its Subsidiaries' properties, books, records, contracts, commitments and personnel and shall furnish, and shall cause to be furnished, as promptly as practicable to the other party (a) a copy of each report, schedule and other document filed, furnished, published, announced or received by it during such period pursuant to the requirements of federal or state securities laws or a Governmental Entity, and (b) all other information as the other party may reasonably request; provided that each of Qwest and MCI may restrict the foregoing access to the extent required by applicable Law and provided, further, that the foregoing shall not require either party to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if such party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. In addition, each of Qwest and MCI shall use best efforts to furnish, within twelve weeks of the date hereof, to the other party the items listed on Section 6.3 of the Qwest Disclosure Letter and the MCI Disclosure Letter, as applicable. Each of Qwest and MCI shall (i) keep the other party reasonably informed from time to time as to status and developments regarding any audit, investigation, claim, suit or other proceeding with respect to Taxes and (ii) provide to the other party, when available and prior to filing, drafts of any U.S. federal, U.K., French and German income Tax Returns relating to it or any of its Subsidiaries. All information furnished pursuant to this Section 6.3 shall be subject to the Amended and Restated Non-Disclosure Agreement, dated as of March 3, 2005, between Qwest and MCI (as it may be amended from time to time) (the "Confidentiality Agreement"). No investigation pursuant to this Section 6.3 shall affect the representations, warranties or conditions to the obligations of the parties contained herein.

        Section 6.4    Reasonable Best Efforts.    

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        Section 6.5    No Solicitation.    

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        "Intervening Event" shall mean an event, unknown to the Board of Directors of Qwest or MCI, as applicable, as of the date hereof, which becomes known prior to the applicable Stockholder Approval and which causes such Board of Directors to conclude in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation, that its failure to effect a Change in Recommendation would be reasonably likely to result in a breach of its fiduciary duties to the stockholders of Qwest or to the stockholders of MCI, as the case may be, under applicable Law.

        "Takeover Proposal" means any proposal or offer to Qwest or MCI, as the case may be, in respect of (i) a merger, consolidation, business combination, share exchange, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving it or any of its Subsidiaries which represent, individually or in the aggregate, 15% or more of its consolidated assets (any of the foregoing, a "Business Combination Transaction") with any Person other than New Qwest, Qwest, MCI, Qwest Merger Sub, MCI Merger Sub or any Affiliate thereof (a "Third Party") in which such Third Party or the shareholders of the Third Party immediately prior to consummation of such Business Combination Transaction will own more than 15% of its outstanding capital stock immediately following such Business Combination Transaction, including the issuance by it of more than 15% of any class of its voting equity securities as consideration for assets or securities of a Third Party, or (ii) any direct or indirect acquisition, whether by tender or exchange offer or otherwise, by any Third Party of 15% or more of any class of its capital stock or of 15% or more of the consolidated assets of it and its Subsidiaries, in a single transaction or a series of related transactions.

        "Superior Proposal" means any bona fide written proposal or offer to Qwest or MCI made by a Third Party in respect of a Business Combination Transaction involving, or any transaction involving the purchase or acquisition of, (i) all or substantially all of the voting power of its capital stock or (ii) all or substantially all of the consolidated assets of its and its Subsidiaries, which transaction its Board of Directors determines in good faith, after consultation with its outside counsel and a financial advisor of nationally recognized reputation, (x) would be, if consummated, (A) in the case of MCI, more favorable to the stockholders of MCI than the MCI Merger and the Special Cash Dividend and the

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regular quarterly cash dividends contemplated hereby and (B) in the case of Qwest, more favorable to the stockholders of Qwest than the Qwest Merger, taking into account all of the terms and conditions of such proposal and of this Agreement (including any proposal by the other party to amend the terms of this Agreement) as well as any other factors deemed relevant by the applicable Board of Directors, and (y) is reasonably capable of being consummated on the terms so proposed, taking into account all financial, regulatory, legal and other aspects of such proposal.

        Section 6.6    Employee Matters.    

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        Section 6.7    Fees and Expenses.    Subject to Section 8.3, whether or not the Mergers are consummated, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such Expenses. As used in this Agreement, "Expenses" includes all out-of-pocket expenses (including, without limitation, 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, as the case may be, of the Joint Proxy Statement/Prospectus and the Form S-4 and any amendments or supplements thereto, and the solicitation of the MCI Stockholder Approval and the Qwest Stockholder Approval and all other matters related to the transactions contemplated hereby.

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        Section 6.8    Directors' and Officers' Indemnification and Insurance.    

        Section 6.9    Public Announcements.    Qwest and MCI shall develop a joint communications plan and each party shall (i) ensure that all press releases and other public statements or communications with respect to the transactions contemplated hereby shall be consistent with such joint communications

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plan and (ii) unless otherwise required by applicable law or by obligations pursuant to any listing agreement with or rules of any securities exchange, consult with each other before issuing any press release or, to the extent practical, otherwise making any public statement or communication with respect to this Agreement or the transactions contemplated hereby.

        Section 6.10    Notification of Certain Matters.    MCI shall use its commercially reasonable efforts to give prompt notice to Qwest, and Qwest shall use its commercially reasonable efforts to give prompt notice to MCI, to the extent that either acquires actual knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate as of the date hereof or as of the Closing Date and (ii) any failure of Qwest or MCI, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, provided, however, that the delivery of any notice pursuant to this Section 6.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

        Section 6.11    Accountant's Letters.    

        Section 6.12    Listing of Shares of New Qwest Common Stock.    New Qwest and Qwest shall use commercially reasonable efforts to cause the shares of New Qwest Common Stock to be issued in the Mergers to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date.

        Section 6.13    Affiliates.    Not later than 45 days prior to the Effective Time, each of MCI and Qwest shall deliver to New Qwest a letter identifying all persons who, in the judgment of MCI or Qwest, as applicable, may be deemed at the time this Agreement is submitted to the stockholders of each of MCI and Qwest for the respective Stockholder Approval, "affiliates" of MCI or Qwest, as applicable, for purposes of Rule 145 under the Securities Act and applicable SEC rules and regulations, and such list shall be updated as necessary to reflect changes from the date thereof. Each of MCI and Qwest shall use commercially reasonable efforts to cause each person identified on such list to deliver to New Qwest not less than 30 days prior to the Effective Time, a written agreement substantially in the form attached as Exhibit 6.13 hereto (an "Affiliate Agreement"). New Qwest will give stop transfer instructions to its transfer agent with respect to any New Qwest Common Stock received pursuant to the Mergers by any stockholder of MCI or Qwest who may reasonably be deemed to be an affiliate of MCI or Qwest for purposes of Rule 145 under the Securities Act and there will be placed on the certificates representing such New Qwest Common Stock, or any substitutions therefor, a legend stating in substance that the shares were issued in a transaction to which Rule 145 under the Securities Act applies and may only be transferred (i) in conformity with Rule 145 or (ii) in accordance with a written opinion of counsel, reasonably acceptable to New Qwest in form and substance, that such transfer is exempt from registration under the Securities Act.

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        Section 6.14    State Takeover Laws.    If any "fair price," "business combination" or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions contemplated hereby, each of Qwest, MCI and its respective Board of Directors shall use all reasonable efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

        Section 6.15    Stockholder Litigation.    Each of MCI and Qwest shall give the other party the opportunity to participate in the defense or settlement of any stockholder litigation against MCI, Qwest and/or their respective directors relating to the transactions contemplated by this Agreement. Each of MCI and Qwest agrees that it shall not settle or offer to settle any litigation against it or any of its directors or executive officers by any stockholder of MCI or Qwest, as applicable, relating to this Agreement, the merger agreement between MCI and Verizon Communications, Inc., dated February 14, 2005, as amended, the Mergers, any other transaction contemplated hereby or otherwise, without the prior written consent of the other party.

        Section 6.16    Special Cash Dividend.    Following the date of adoption of this Agreement by the holders of MCI Common Stock constituting the MCI Stockholder Approval and prior to the Effective Time, MCI will, to the extent not prohibited by applicable law or covenants in instruments of Indebtedness existing as of the date hereof, declare and pay a special cash dividend (the "Special Cash Dividend") per share of MCI Common Stock equal to (i) $5.60 minus (ii) the per share amount of any dividend declared by MCI during the period beginning on the date of this Agreement and ending on the date of the MCI Stockholder Approval (excluding for the avoidance of doubt from this clause (ii) the $0.40 cash dividend approved by the Board of Directors of MCI on February 11, 2005). It is the expectation of the parties that such Special Cash Dividend will be paid as soon as practicable following the date the MCI Stockholder Approval is obtained.

        Section 6.17    Bankruptcy Court Order.    MCI will use its reasonable efforts to obtain an order in form and in substance satisfactory to Qwest, issued by the United States Bankruptcy Court for the Southern District of New York providing that following the Effective Time of the Merger, New Qwest may issue shares of New Qwest Common Stock in lieu of shares of MCI Common Stock to which certain general unsecured creditors would have been entitled prior to the Effective Time in satisfaction of their claims pursuant to the Debtors' Modified Second Amended Joint Plan of Reorganization dated October 21, 2003 (the "Bankruptcy Court Order"). In addition, the parties will cooperate with regard to the possibility of seeking an order to the effect that such shares of New Qwest Common Stock will be exempt from registration under the Securities Act pursuant to Section 1145(a) of the Bankruptcy Code.

        Section 6.18    Settlement of Bankruptcy Claims.    MCI will not settle any Bankruptcy Claims or any matter directly arising out of the Bankruptcy Claims for a plan-affected amount of cash in excess of $15,000,000 without first providing Qwest with written notification setting forth the terms of such settlement. Such notification shall be delivered to Qwest no less than three Business Days prior to the settlement date. Qwest shall have an opportunity to comment on the terms of such settlement and MCI will consider Qwest's comments in good faith. MCI shall provide Qwest regular updates about the status of the Bankruptcy Claims in the format produced by Huron (or any replacement system used by MCI after the date hereof), which updates shall be provided no less often than monthly.

        Section 6.19    No Amendment of Plan of Reorganization.    Unless required by Law, MCI shall not take any action to amend or modify the Plan of Reorganization of WorldCom, Inc. and certain of its Subsidiaries under Chapter 11 of the Bankruptcy Code, confirmed by the United States Bankruptcy Court for the Southern District of New York on October 31, 2003 and consummated on April 20, 2004.

        Section 6.20    Restoring Trust.    MCI has, since November, 2002, had the oversight of a Corporate Monitor, pursuant to a permanent injunction entered by the United States District Court for the

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Southern District of New York against MCI's predecessor company on November 26, 2002. As part of his oversight, the Corporate Monitor developed corporate governance principles and processes entitled Restoring Trust, which guided MCI's predecessor company and MCI through the present, and MCI has fully complied with Restoring Trust. MCI will use its best efforts to obtain an Order, satisfactory to Qwest, from the United States District Court for the Southern District of New York (the "Corporate Monitor Order"), (i) confirming the successful conclusion of the efforts of the Corporate Monitor, (ii) concluding that the function of the Corporate Monitor is no longer necessary, (iii) relieving MCI from the oversight of the Corporate Monitor, prior to or upon the Effective Time, (iv) acknowledging that Qwest and its Affiliates Subsidiaries, including New Qwest, will not be subject to Restoring Trust or any related or similar corporate governance restrictions and (v) making such changes to the permanent injunctions entered by such Court against MCI or its predecessor company (the "Injunctions") as shall be necessary to effectuate the foregoing. In addition, MCI will use its best efforts to have the Injunctions dissolved. For the avoidance of doubt, the receipt of the Corporate Monitor Order shall not be a condition to Qwest's obligations to consummate the Qwest Merger.

        Section 6.21    Network Facility Maintenance and Compliance.    MCI and its Subsidiaries will maintain or cause Owned Network Facilities and Leased Network Facilities, taken as a whole, to be maintained in Good Condition and in compliance with standard industry practice through the Closing Date.

        Section 6.22    Section 16 of the Exchange Act.    Prior to the Effective Time, Qwest and MCI shall take (and Qwest shall cause New Qwest to take) all such steps as may be required to cause any dispositions of MCI Common Stock or Qwest Common Stock (including derivative securities with respect to MCI Common Stock or Qwest Common Stock) or acquisitions of New Qwest Common Stock (including derivative securities with respect to New Qwest Common Stock) resulting from the transactions contemplated by Article I or Article II of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the guidance provided by the SEC.

        Section 6.23    Tax Treatment.    Qwest and MCI and each of their respective Affiliates shall use their commercially reasonable efforts to cause the Mergers to qualify as an "exchange" within the meaning of Section 351 of the Code and to obtain the opinions of Skadden, Arps, Slate, Meagher & Flom LLP and Davis Polk & Wardwell referred to in Sections 7.2(h) and 7.3(d) of this Agreement, including by providing such customary representations as counsel may reasonably request in connection with such opinions.


ARTICLE VII
CONDITIONS PRECEDENT

        Section 7.1    Conditions to Each Party's Obligation to Effect the Mergers.    The respective obligations of MCI and Qwest to effect the applicable Merger are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

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        Section 7.2    Conditions to Obligations of Qwest.    The obligations of Qwest to effect the Qwest Merger are subject to the satisfaction of, or waiver by Qwest, on or prior to the Closing Date of the following additional conditions:

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        Section 7.3    Conditions to Obligations of MCI.    The obligations of MCI to effect the MCI Merger are subject to the satisfaction of, or waiver by MCI, on or prior to the Closing Date of the following additional conditions:

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ARTICLE VIII
TERMINATION AND AMENDMENT

        Section 8.1    Termination.    This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after receipt of the MCI Stockholder Approval and the Qwest Stockholder Approval:

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        Section 8.2    Effect of Termination.    In the event of any termination of this Agreement as provided in Section 8.1, the obligations of the parties hereunder shall terminate and there shall be no liability on the part of any party hereto with respect thereto, except for the confidentiality provisions of Section 6.3 and the provisions of this Section 8.2, Section 8.3 and Article IX, each of which shall remain in full force and effect; provided, however, that no party hereto shall be relieved or released from any liability or damages arising from a willful breach of any provision of this Agreement.

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        Section 8.3    Termination Fee.    

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ARTICLE IX
GENERAL PROVISIONS

        Section 9.1    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 and therein (including Section 6.8) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IX.

        Section 9.2    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (ii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (iii) on the third 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:

        If to Qwest:

        with a copy (which shall not constitute notice) to:

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        If to MCI, to:

        with a copy (which shall not constitute notice) to:

        Section 9.3    Interpretation.    

        Section 9.4    Counterparts; Effectiveness.    This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts thereof signed and delivered (by telecopy or otherwise) by all of the other parties hereto.

        Section 9.5    Entire Agreement; Third Party Beneficiaries.    

        Section 9.6    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 so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Notwithstanding the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties 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

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manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

        Section 9.7    Assignment.    Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties, 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.

        Section 9.8    Amendment.    This Agreement may be amended by the parties, 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 Mergers by the stockholders of MCI and Qwest, but, after 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.

        Section 9.9    Extension; Waiver.    At any time prior to the Effective Time, the parties, by action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. 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.

        Section 9.10    GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.    

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        Section 9.11    Enforcement.    The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

        Section 9.12    Definitions.    As used in this agreement:

        An "Affiliate" of any Person means another Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.

        "Aggregate Incremental Amount" equals the product of (i) the Incremental Amount multiplied by (ii) the sum of (x) the number of shares of MCI Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares) and (y) the number of shares of shares reserved for issuance pursuant to the Chapter 11 Plan that are unissued immediately prior to the Effective Time (which number shall not exceed 5,375,000 minus the number of shares so issued after the date here).

        "Average Qwest Stock Price" means the average of the volume weighted averages of the trading prices of Qwest Common Stock, as such price is reported on the New York Stock Exchange, Inc. Composite Transactions Tape, for each of the 20 trading days ending on the third trading day immediately preceding the Effective Time.

        "Bankruptcy Cases" means the Debtors' cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, jointly administered under Chapter 11 Case No. 02-13533 (AJG).

        "Bankruptcy Claims" means (i) all pre-petition claims filed in the Bankruptcy Cases as of the Closing Date, (ii) all administrative expense claims filed in the Bankruptcy Cases as of the Closing Date and (iii) all Tax claims filed, asserted in writing or of which Debtors have actual knowledge as of the Closing Date that constitute or would constitute administrative expense claims in the Bankruptcy Cases.

        "Bankruptcy Code" means title 11 of the United States Code.

        "beneficial ownership" or "beneficially own" has the meaning under Section 13(d) of the Exchange Act and the rules and regulations thereunder.

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        "Board of Directors" means the Board of Directors of any specified Person and any committees thereof.

        "Business Day" means any day on which banks are not required or authorized to close in the City of New York.

        "Chapter 11 Plan" means the Debtors' Modified Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated October 21, 2003 (as thereafter modified through October 31, 2003) filed in the Bankruptcy Cases by WorldCom, Inc. and certain of its direct and indirect Subsidiaries, as debtors and debtors in possession.

        "Constituent Documents" means with respect to any entity, the Certificate or Articles of Incorporation, the Bylaws of such entity, the minute books, or any similar charter or other organizational documents of such entity.

        "Debtors" has the meaning given in the Chapter 11 Plan.

        "Dissenting Shares" means shares of MCI Common Stock as to which the holder thereof has exercised appraisal rights pursuant to Section 262 of the DGCL.

        "Environmental Law" means any foreign, federal, state or local law, treaty, statute, rule, regulation, order, ordinance, decree, injunction, judgment, governmental restriction or any other requirement of law (including common law) regulating or relating to the protection of human health, safety (as it relates to Releases to Hazardous Substances), natural resources or the environment, including, without limitation, laws relating to wetlands, pollution, contamination or the use, generation, management, handling, transport, treatment, disposal, storage, Release or threatened Release of Hazardous Substances.

        "Environmental Permit" means any permit, license, authorization or consent required pursuant to applicable Environmental Laws.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

        "Exchange Act" means the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        "Excluded Shares" means (a) in the case of MCI, any shares of MCI Common Stock (x) held by MCI, Qwest, any other wholly owned Subsidiary of Qwest or any wholly owned Subsidiary of MCI, in each case except for any such shares held on behalf of third parties, or (y) as to which the holder thereof has exercised appraisal rights pursuant to Section 262 of the DGCL and (b) in the case of Qwest, any shares of Qwest Common Stock held by Qwest, MCI, any other wholly owned Subsidiary of Qwest or any wholly owned Subsidiary of MCI, in each case except for any such shares held on behalf of third parties.

        "Final Remaining Specified Included Liabilities Amount" means the amount determined pursuant to Section 1.12(b) or Section 1.12(d) , as the case may be, to be the final Remaining Specified Included Liabilities Amount, with Specified International Tax Liabilities translated into U.S. dollars using the most recent closing spot exchange rate as of the date of determination.

        "Governmental Entity" means any nation or government or multinational body, any state, agency, commission (including, without limitation, the FCC), or other political subdivision thereof or any entity (including a court) exercising executive, legislative, judicial or administration functions of or pertaining to government, any stock exchange or self regulatory entity supervising, organizing and supporting any stock exchange.

        "Hazardous Substances" means any substance that: (i) is or contains asbestos, urea formaldehyde insulation, polychlorinated biphenyls, petroleum, petroleum products or petroleum-derived substances

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or wastes, radon gas, microbial or microbiological contamination or related materials, (ii) requires investigation or remedial action pursuant to any Environmental Law or (iii) is defined, listed or identified as a "hazardous waste," "hazardous substance," "toxic substance" or words of similar import thereunder, or (iv) is regulated under any Environmental Law.

        "Indebtedness" means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person upon which interest charges are customarily paid (other than trade payables incurred in the ordinary course of business consistent with past practices or, in the case of MCI or any MCI Subsidiary, incurred in a commercially reasonable manner consistent with industry practice), (iv) all obligations of such Person under conditional sale or other title retention agreements relating to any property purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of business consistent with past practices, or, in the case of MCI or any MCI Subsidiary, incurred in a commercially reasonable manner consistent with industry practice), (vi) all lease obligations of such Person capitalized on the books and records of such Person, (vii) all obligations of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (viii) all obligations of such Person under interest rate, currency or commodity derivatives or hedging transactions, (ix) all letters of credit or performance bonds issued for the account of such Person (excluding (a) letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business consistent with past practices, or, in the case of MCI or any MCI Subsidiary, incurred in a commercially reasonable manner consistent with industry practice, (b) standby letters of credit relating to workers' compensation insurance and surety bonds and (c) surety bonds and customs bonds) and (x) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person.

        "Intellectual Property" means all trademarks, service marks, trade names, trade dress, including all goodwill associated with the foregoing, domain names, copyrights, Software, Internet Web sites, mask works and other semiconductor chip rights, moral rights, and similar rights, and registrations and applications to register or renew the registration of any of the foregoing, patents and patent applications, Trade Secrets, and all other intellectual property rights.

        "Intellectual Property Licenses" means all agreements to which an entity or any of its Subsidiaries is a party or by which any of them is otherwise bound that relate to Intellectual Property, including: (i) licenses of Intellectual Property to such entity or any of its Subsidiaries by any other Person; (ii) licenses of Intellectual Property to any other Person by such entity or any of its Subsidiaries; (iii) agreements otherwise granting or restricting the right to use any Intellectual Property; and (iv) agreements transferring, assigning, indemnifying with respect to or otherwise relating to Intellectual Property used or held for use in the Business.

        "IRS" means the Internal Revenue Service.

        "IRUs" means Indefeasible Rights to Use.

        "known" or "knowledge" means, with respect to any party, the knowledge of such party's executive officers and senior management.

        "Law" (and with the correlative meaning "Laws") means rule, regulation, statute, order, ordinance, guideline, code or other legally enforceable requirement, including, but not limited to common law, state and federal laws or securities laws and laws of foreign jurisdictions.

        "Leased Network Facilities" means (a) in the case of MCI, all of MCI's and the MCI Subsidiaries' Network Facilities that are not owned by MCI or the MCI Subsidiaries but are provided under lease,

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license, IRUs or other agreements, including Right-of-Way Agreements between MCI or the MCI Subsidiaries and third persons or entities and (b) in the case of Qwest, all of Qwest "s and the Qwest Subsidiaries' Network Facilities that are not owned by Qwest or the Qwest Subsidiaries but are provided under lease, license, IRUs or other agreements, including Right-of-Way Agreements between Qwest or the Qwest Subsidiaries and third persons or entities.

        "Liens" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), other charge or security interest; or any preference, priority or other agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, or any capital lease having substantially the same economic effect as any of the foregoing).

        "MCI Benefit Plans" means each written or oral employee benefit plan, scheme, program, policy, arrangement and contract (including, but not limited to, any "employee benefit plan," as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and any bonus, deferred compensation, stock bonus, stock purchase, restricted stock, stock option or other equity-based arrangement, and any employment, termination, retention, bonus, change in control or severance plan, program, policy, arrangement or contract) for the benefit of any current or former officer, employee or director of MCI or any MCI Subsidiary that is maintained or contributed to by MCI or any MCI Subsidiary, or with respect to which any of them could incur material liability under the Code or ERISA or any similar non-U.S. law.

        "MCI Business" means the business and operations of MCI and the MCI Subsidiaries as currently conducted.

        "MCI Common Stock" means the common stock, $.01 par value, of MCI.

        "MCI Financial Statements" means the consolidated financial statements of MCI and the MCI Subsidiaries included in the MCI SEC Documents together, in the case of year-end statements, with reports thereon by KPMG LLP, the independent auditors of MCI, including in each case a consolidated balance sheet, a consolidated statement of income, a consolidated statement of shareholders' equity and a consolidated statement of cash flows, and accompanying notes.

        "MCI Material Adverse Effect" means a material adverse effect on (i) the business, financial condition or results of operations of MCI and its Subsidiaries, taken as a whole, other than any such effect relating to or resulting from (x) changes or conditions affecting the economy or financial markets in general or changes in political or regulatory conditions generally, (y) general changes in the segments of the telecommunications industry in which MCI or any of its Subsidiaries operates or (z) the announcement or consummation of this Agreement or (ii) the ability of MCI to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

        "MCI Restricted Share" shall mean each share of restricted MCI Common Stock granted and awarded pursuant to an MCI Benefit Plan.

        "MCI Rights" means the rights distributed to the holders of MCI Common Stock pursuant to the MCI Rights Agreement.

        "MCI Rights Agreement" means the rights agreement, dated as of April 20, 2004 between MCI and The Bank of New York, as rights agent.

        "Nasdaq" means The NASDAQ National Market.

        "Network Facilities" means all of an entity's and its Subsidiaries' material network facilities (including, cable, wires, conduits, switches, and other equipment and facilities) and related material operating support systems, network operations centers, and land and buildings. For purposes of this definition "material" shall mean any network facility the absence of which would materially and

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adversely affect the ability of such entity or its Subsidiaries to use its domestic or international networks, respectively, taken as a whole, in the manner and scope in which such respective network is currently being used.

        "Network Facility Agreement" means agreements under which third Persons provide Network Facilities to an entity and its Subsidiaries, including leases, licenses, IRUs and Right-of-Way-Agreements.

        "NYSE" means The New York Stock Exchange.

        "Order" means any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative and whether formal or informal, applicable to an entity or its Subsidiary.

        "other party" means, with respect to MCI, Qwest and means, with respect to Qwest, MCI, unless the context otherwise requires.

        "Owned Network Facilities" means Network Facilities that are owned by an entity or its Subsidiaries.

        "Paid Specified Included Liabilities Amount" means the amount of cash in U.S. dollars that has actually been spent from and after January 1, 2005 through the Closing Date to satisfy Specified Included Liabilities. If any such cash has been spent in a currency other than the U.S. dollar, such amount shall be translated into U.S. dollars using the closing spot exchange rate on the date of payment.

        "Permitted Liens" means (i) any liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other similar liens, (iii) pledges or deposits in connection with workers' compensation, unemployment insurance, and other social security legislation and (iv) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business or, in the case of MCI or any MCI Subsidiary, or Qwest or any Qwest Subsidiary, incurred in a commercially reasonable manner consistent with industry practice, which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto.

        "Person" means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Exchange Act).

        "Qwest Benefit Plans" means each written or oral employee benefit plan, scheme, program, policy, arrangement and contract (including, but not limited to, any "employee benefit plan," as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and any bonus, deferred compensation, stock bonus, stock purchase, restricted stock, stock option or other equity-based arrangement, and any employment, termination, retention, bonus, change in control or severance plan, program, policy, arrangement or contract) for the benefit of any current or former officer, employee or director of Qwest or any Qwest Subsidiary that is maintained or contributed to by Qwest or any Qwest Subsidiary, or with respect to which any of them could incur material liability under the Code or ERISA or any similar non-U.S. law.

        "Qwest Business" means the business and operations of Qwest and the Qwest Subsidiaries as currently conducted.

        "Qwest Common Stock" means the common stock, $.01 par value, of Qwest.

        "Qwest Financial Statements" means the consolidated financial statements of Qwest and the Qwest Subsidiaries included in the Qwest SEC Documents together, in the case of year-end statements, with reports thereon by KPMG LLP, the independent auditors of Qwest, including in each case a

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consolidated balance sheet, a consolidated statement of income, a consolidated statement of shareholders' equity and a consolidated statement of cash flows, and accompanying notes.

        "Qwest Material Adverse Effect" means a material adverse effect on (i) the business, financial condition or results of operations of Qwest and its Subsidiaries, taken as a whole, other than any such effect relating to or resulting from (x) changes or conditions affecting the economy or financial markets in general or changes in political or regulatory conditions generally, (y) general changes in the segments of the telecommunications industry in which Qwest or any of its Subsidiaries operates or (z) the announcement or consummation of this Agreement or (ii) the ability of Qwest to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

        "Qwest Restricted Share" shall mean each share of restricted Qwest Common Stock granted and awarded pursuant to a Qwest Benefit Plan.

        "Qwest Rights" means the rights distributed to the holders of Qwest Common Stock pursuant to the Qwest Rights Agreement.

        "Qwest Rights Agreement" means the rights agreement, dated as of the date hereof, between Qwest and The Bank of New York, as rights agent.

        "Release" means any releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, transporting, placing and the like, including without limitation, the moving of any materials through, into or upon, any land, soil, surface water, groundwater or air, or otherwise entering into the indoor or outdoor environment.

        "Restoring Trust" means the August 26, 2003 report entitled "Restoring Trust" issued by the Corporate Monitor of MCI appointed by the U.S. District Court for the Southern District of New York.

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

        "Software" means any and all computer software, including application software, system software and firmware, including all source code and object code versions thereof, in any and all forms and media, and all related documentation.

        "Specified Included Liabilities" means, without duplication, all Bankruptcy Claims and Specified International Tax Liabilities.

        "Specified Included Liabilities Amount" means, without duplication, the sum of (x) the Paid Specified Included Liabilities Amount and (y) the Final Remaining Specified Included Liabilities Amount.

        "Specified International Tax Liabilities" means all liabilities (whether accrued, contingent, asserted or unasserted) in respect of any Tax imposed on or measured by income (including interest and penalties thereon) imposed by any Taxing Authority of any jurisdiction other than the United States or any political subdivision thereof with respect to any period or portion thereof ending on or prior to April 20, 2004.

        "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.

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        "Tax" (and with the correlative meaning "Taxes") shall mean (A) all federal, state, local or foreign net income, franchise, gross income, sales, use, ad valorem, property, gross receipts, license, capital stock, payroll, withholding, excise, severance, transfer, employment, alternative or add-on minimum, stamp, occupation, premium, environmental or windfall profits taxes, and other taxes or similar charges, fees, levies, imposts, customs, duties, licenses and other assessments, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority, (B) any liability for payment of amounts described in clause (A) whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, transferor liability, successor liability or otherwise through operation of law, and (C) any liability for the payment of amounts described in clauses (A) or (B) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other person.

        "Taxing Authority" means, with respect to any Tax, the Governmental Entity that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such Governmental Entity.

        "Tax Return" means all federal, state, local and foreign tax returns, estimates, information statements and reports relating to Taxes.

        "Trade Secrets" means all inventions (whether or not patentable), discoveries, processes, procedures, designs, formulae, trade secrets, know-how, Software, ideas, methods, research and development, data, databases, confidential information and other proprietary or non-public information and data.

[Signature Page Follows]

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        IN WITNESS WHEREOF, Qwest and MCI have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.


 
 
QWEST COMMUNICATIONS INTERNATIONAL INC.

 
 
By:
 
/s/  RICHARD C. NOTEBAERT      
    Name:   Richard C. Notebaert
    Title:   Chairman and Chief Executive Officer

 
 
MCI, INC.

 
 
By:
 
    Name:    
    Title:    

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AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 5, 2005 BETWEEN QWEST COMMUNICATIONS INTERNATIONAL INC. AND MCI, INC.
TABLE OF CONTENTS
LIST OF EXHIBITS
INDEX OF DEFINED TERMS
AGREEMENT AND PLAN OF MERGER
ARTICLE I THE MERGERS; CERTAIN RELATED MATTERS
ARTICLE II EXCHANGE OF CERTIFICATES
ARTICLE III REPRESENTATIONS AND WARRANTIES OF MCI
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF QWEST
ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS
ARTICLE VI ADDITIONAL AGREEMENTS
ARTICLE VII CONDITIONS PRECEDENT
ARTICLE VIII TERMINATION AND AMENDMENT
ARTICLE IX GENERAL PROVISIONS