S-8

As filed with the Securities and Exchange Commission on May 7, 2004

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MCI, INC.
(Exact Name of Registrant as specified in its charter)

Delaware	58-1521612
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
22001 Loudoun County Parkway Ashburn, VA 20147 (Address including zip code of Principal Executive Offices)
MCI, INC. 2003 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan)
Anastasia D. Kelly, Esq. MCI, Inc.      Executive Vice President and General Counsel 22001 Loudoun County Parkway Ashburn, VA 20147 703-886-5977
(Name, address and telephone number, including area code, of agent for service)
Copy to:      Barbara Nims, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 212-450-4000

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common stock (par value $0.01 per share) (“Common Stock”) (3)	2,200,000	$13.00	$28,600,000	$3,623.62

(1)	Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended (the “1933 Act”), solely for the purpose of computing the registration fee, based on the average of the high and low prices of the securities being registered hereby on the NASDAQ on May 4, 2004.
(3)	This Registration Statement also pertains to a right to purchase from the company one share of Common Stock (“Right”) at a price of $75.00 per share, subject to certain adjustments. The description and terms of the Rights are set forth in a Rights Agreement, dated as of April 20, 2004 (the “Rights Agreement”), by and between the registrant and The Bank of New York, as Rights Agent.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified in Item 1 and Item 2 of Part I of the Registration Statement on Form S-8 (the “Registration Statement”) is omitted from this filing in accordance with the provisions of Rule 428 under the 1933 Act and the introductory note to Part I of the Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission (the “Commission”) by MCI, Inc. (the “Company”) pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), are incorporated herein by reference.

(1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

(2) All reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 2003.

     (3) The descriptions of the Company’s capital stock and the Rights, which are contained in the Company’s registration statements on Form 8-A, filed on April 21, 2004, including any amendments or supplements thereto.

     All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     Anastasia D. Kelly, Executive Vice President and General Counsel, has given her opinion about certain legal matters affecting the shares of the Company’s common stock registered under this Registration Statement. Ms. Kelly owns, or has the right to acquire, a number of shares of the Company’s common stock which represents less than 1% of the total outstanding common stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived

an improper personal benefit, and provided that no such provision eliminates or limits the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. The Company’s amended and restated certificate of incorporation contains a provision eliminating the personal liability of a director of the Company either to the Company or to any stockholder for monetary damages for breach of fiduciary duty as a director to the full extent of Section 102(b)(7) of the DGCL.

     Reference is made to Section 145 of the DGCL, which provides that a corporation may indemnify directors and officers as well as other employees and agents against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a “derivative action”)) if they act in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorney’s fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be indemnification that may be granted by a corporation’s charter, by-laws, disinterested director vote, stockholder vote, agreement or otherwise. The Company’s amended and restated certificate of incorporation contains a provision providing that the Company shall indemnify any director of the Company, and may indemnify any officer or employee of the Company who is not a director, who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, by reason of the fact that such person is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer or employee of another entity, to the full extent of Section 145 of the DGCL. Neither amendment nor repeal of this provision, nor the adoption of any provision that is inconsistent with this provision, shall eliminate or reduce the effect of this provision in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision.

     The Company’s amended and restated certificate of incorporation contains a provision providing that the Company may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer or employee of another entity against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the Company’s amended and restated certificate of incorporation or otherwise. Neither amendment nor repeal of this provision, nor the adoption of any provision that is inconsistent with this provision, shall eliminate or reduce the effect of this provision in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision.

     In addition, under the Company’s employment agreements with certain of its executive officers, it has agreed to maintain officer’s liability insurance coverage in reasonable amounts during the terms of their respective employment agreements and to indemnify and hold them harmless to the fullest extent permitted under the Company’s amended and restated certificate of incorporation, by-laws and applicable law in connection with any claim, suit or other proceeding brought or threatened to be brought by a third party (including a governmental or regulatory agency or body) relating to such individual’s employment with the Company or its subsidiaries or affiliates.

     The Company has taken out a directors and officers liability policy for the benefit of its directors and officers. Subject to its terms, conditions and exclusions, the policy insures the directors and officers for claims made against them for wrongful acts committed by them in their capacities as directors and officers of the Company and its subsidiaries.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

4.1 Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).

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4.2	By-Laws (incorporated herein by reference to Exhibit 3.2 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
4.3	Rights Agreement (incorporated herein by reference to Exhibit 4.1 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
5	Opinion of Anastasia D. Kelly, Esq.
23.1	Consent of KPMG LLP.
23.2	Consent of Anastasia D. Kelly, Esq. (included in Exhibit 5).
24	Powers of attorney (included on the signature pages hereof).
99.1	MCI, Inc. 2003 Employee Stock Purchase Plan.
99.2	First Amendment to the MCI, Inc. 2003 Employee Stock Purchase Plan.

ITEM 9. REQUIRED UNDERTAKINGS

(a) The undersigned Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

     (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashburn, State of Virginia, on the 7th day of May, 2004.

MCI , Inc.
By:	/s/ Robert T. Blakely
Name:	Robert T. Blakely
Title:	Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints, Anastasia D. Kelly his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable in order to enable MCI, Inc. to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement on Form S-8 under the 1933 Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael D. Capellas	Director, President and Chief Executive Officer
	(Principal Executive Officer)	May 7, 2004
Michael D. Capellas
/s/ Robert T. Blakely	Chief Financial Officer (Principal Financial
	Officer)	May 7, 2004
Robert T. Blakely
/s/ Eric Slusser	Senior Vice President, Controller	May 7, 2004
Eric Slusser
/s/ Nicholas deB. Katzenbach	Chairman of the Board	May 7, 2004
Nicholas deB. Katzenbach
/s/ Dennis R. Beresford	Director	May 7, 2004
Dennis R. Beresford

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Signature	Title	Date
/s/ W. Grant Gregory	Director	May 7, 2004
W. Grant Gregory
/s/ Judith Haberkorn	Director	May 7, 2004
Judith Haberkorn
/s/ Laurence E. Harris	Director	May 7, 2004
Laurence E. Harris
/s/ Eric Holder	Director	May 7, 2004
Eric Holder
/s/ Mark A. Neporent	Director	May 7, 2004
Mark A. Neporent
/s/ C.B. Rogers, Jr.	Director	May 7, 2004
C.B. Rogers, Jr.

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EXHIBIT INDEX

4.1	Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
4.2	By-Laws (incorporated herein by reference to Exhibit 3.2 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
4.3	Rights Agreement (incorporated herein by reference to Exhibit 4.1 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
5	Opinion of Anastasia D. Kelly, Esq.
23.1	Consent of KPMG LLP.
23.2	Consent of Anastasia D. Kelly, Esq. (included in Exhibit 5).
24	Powers of attorney (included on the signature pages hereof).
99.1	MCI, Inc. 2003 Employee Stock Purchase Plan.
99.2	First Amendment to the MCI, Inc. 2003 Employee Stock Purchase Plan.

EX-5

EXHIBIT 5

[LETTERHEAD OF MCI, INC.]

May 7, 2004

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

Ladies and Gentlemen:

     I am Executive Vice President and General Counsel of MCI, Inc., a Delaware corporation, (the “Company”) and have acted as counsel in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company under the Securities Act of 1933, as amended, relating to the authorization of the issuance of 2,200,000 shares of the Company’s Common Stock, par value $.01 (the “Shares”), as well as rights (the “Rights”) to purchase additional Shares pursuant to the terms and conditions of a Rights Agreement, dated as of April 20, 2004, by and between the Company and The Bank of New York, as Rights Agent (the “Rights Agreement”), in connection with the MCI, Inc. 2003 Employee Stock Purchase Plan (the “Plan”).

     I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate documents and records which I have deemed necessary or appropriate for the purposes of the opinion and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. I have assumed that the signatures on all documents that I have examined are genuine.

     Based upon the foregoing, I am of the opinion that the Shares and Rights have been duly authorized and, when issued in accordance with the terms of the Plan and the Rights Agreement, respectively, will be legally issued, fully paid and non-assessable.

     I hereby consent to the filing of the opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Anastasia D. Kelly

Anastasia D. Kelly

Executive Vice President and General Counsel

EX-23.1

EXHIBIT 23.1

Consent of KPMG LLP

Board of Directors MCI, Inc.

We consent to the incorporation by reference in this Registration Statement on Form S-8 in connection with the MCI, Inc. 2003 Employee Stock Purchase Plan, to be filed on or about May 7, 2004, of our report dated April 27, 2004, with respect to the consolidated balance sheets of MCI, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statement of operations, shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K of MCI, Inc.

Our report is qualified due to the omission of earnings per share disclosures as required by Statement of Financial Accounting Standard (“SFAS”) No. 128, Earnings Per Share. Our report also contains explanatory paragraphs that describe: the Company’s filing for reorganization under Chapter 11 of the United States Bankruptcy Code discussed in Note 3 to the consolidated financial statements and the Company’s adoption of fresh-start reporting pursuant to the American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code, as of December 31, 2003 as further described in Note 4 to the consolidated financial statements. As a result, the consolidated financial statements of the Successor Company are presented on a different basis than those of the Predecessor Company and, therefore, are not comparable in all respects. In addition, our report indicates that the Company adopted new accounting pronouncements as discussed in Note 2 to the consolidated financial statements as follows: in 2003, SFAS No. 143, Accounting for Asset Retirement Obligations; in 2002, SFAS No. 142, Goodwill and Other Intangible Assets and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets; in 2001, SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133.

/s/ KPMG LLP
KPMG LLP
McLean, Virginia
May 7, 2004

EX-99.1

EXHIBIT 99.1

MCI, INC.
2003 EMPLOYEE STOCK PURCHASE PLAN

MCI, INC.
2003 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I      PURPOSE AND DEFINITIONS

1.01	Purpose. The MCI, Inc. 2003 Employee Stock Purchase Plan, as amended from time to time (“Stock Purchase Plan”), is intended to attract and retain employees of MCI, Inc. (“Company”) and certain subsidiaries by providing them with an opportunity to purchase ordinary shares of stock the Company. The Stock Purchase Plan is intended to qualify as an employee stock purchase under Section 423 of the United States Internal Revenue Code of 1986, as amended (“US Tax Code”), but is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.
1.02	Effective Date. The Stock Purchase Plan shall be effective as of the later of (i) the date that all conditions to the plan of reorganization with respect to the Company have been satisfied or (ii) the bankruptcy court has approved the Stock Purchase Plan.
1.03	Definitions. A term defined in the Stock Purchase Plan shall have the meaning ascribed to it wherever it is used herein unless the context indicates otherwise.

ARTICLE II      PARTICIPATION

2.01	Adoption by Subsidiaries. The Company’s Board of Directors may authorize the adoption of the Stock Purchase Plan by one or more subsidiary corporations of the Company (“Participating Subsidiaries”), including subsidiaries in nations other than the United States.
2.02	Eligibility to Participate. You are eligible to participate in an Offering under the Stock Purchase Plan if, as of the first day of such Offering, (i) you are an employee of the Company or a Participating Subsidiary, and (ii) you are scheduled to work more than five (5) months per year and at least twenty (20) hours per week for the Company and its Participating Subsidiaries (as determined by reference to the Company’s employment records), and (iii) you have been employed by the Company or a Participating Subsidiary for a required period (not exceeding two years) as the Committee may determine, in its absolute discretion.
2.03	Participation Agreement. Participation in the Stock Purchase Plan is voluntary with respect to each Offering. To participate in an Offering, you must be eligible and must complete prior to the commencement of the applicable Offering Period an enrollment form provided by the Company (“Participation Agreement”) authorizing payroll deductions from your paycheck. Your Participation Agreement will remain in effect through each consecutive Offering unless you choose to revise or revoke it, or you become ineligible to participate in the Stock Purchase Plan.
2.04	Termination of Your Participation. You may withdraw at any time from any Offering by written notice to the Committee in such form as it may require. Your participation will also end upon your termination of employment with the Company and its parent and subsidiary corporations or when you become ineligible to participate (including by reason of the Company or any Participating Subsidiary terminating its participation in the Stock Purchase Plan).

2.05 Designation of Beneficiary. You shall, by notice to the Committee, designate a person or persons to receive the value of your Account in the event of your death. You may, by notice to the Committee during employment, alter or revoke such designation, subject always to any applicable law. Such notice shall be in such form and shall be executed in such manner as the Committee may determine. If upon your death you have not designated a beneficiary under the Stock Purchase Plan or such beneficiary does not survive you, the value of your Account shall be paid to your estate.

ARTICLE III      CONTRIBUTIONS

3.01	Payroll Deductions. You may accumulate savings to purchase Ordinary Shares of Company stock (“Shares”) in an Offering by authorizing payroll deductions pursuant to a Participation Agreement executed by you prior to the Offering Period, subject to such minimum and maximum limits (expressed in dollars or as a percentage of base salary or base wages) as the Committee may impose. Such savings shall be credited to your Account with respect to the Offering to which they relate. Payroll deductions for an Offering shall commence with the first paycheck you receive during such Offering and shall end with the last paycheck you receive during such Offering. Paychecks will be treated as having been received when they are sent out or otherwise distributed.
3.02	Change in Rate or Suspension of Contributions. You may decrease (and not increase) the rate of your payroll deductions one (1) time during an Offering by notice to the Committee in such form and manner as it requires. In addition, you may, at any time during an Offering, suspend your payroll deductions by notice to the Committee in such form and manner as it requires. Such change shall be effective as of the first pay period thereafter by which the Company is able to process the change.
3.03	Possession of Contributions. All payroll deductions made pursuant to the Stock Purchase Plan shall be held for your benefit and on your behalf by the Company or any custodian selected by the Committee. Such payroll deductions shall constitute your property notwithstanding that they may be commingled with the general assets of the Company or such custodian.

ARTICLE IV      OPTIONS TO ACQUIRE SHARES

4.01	Maximum Number of Shares. The total number of Shares in respect of which options may be granted under the Stock Purchase Plan shall not, when aggregated with the number of Shares issued pursuant to options granted, or capable of issue pursuant to options granted, under the Stock Purchase Plan exceed 2,200,000 shares.1
For the purpose of the limits contained in this Section 4.01:
(a)	the number of Shares, if any, issued prior to the time at which such limits are applied shall be adjusted in such manner as the Committee shall consider to be appropriate (subject to confirmation in writing by the Company’s auditors that such adjustment is in their opinion fair and reasonable) in the event of an Issue or Reorganization taking place after the issue of
1 The number of shares is intended to aggregate $55 million based on a stock price of $25 per share.

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	the Shares in question and prior to the time at which such limits are applied. “Issue or Reorganization” shall mean any variation in the share capital of the Company (or any other company whose shares are shares subject to the Stock Purchase Plan) arising from or in connection with a capitalization issue or an offer to the holders of Shares by way of rights or a subdivision, consolidation, reduction or other variation of share capital or implementation by the Company or a demerger which would materially affect the value of an option;
(b)	Shares under any option which has been released, cancelled or lapsed without being exercised shall be ignored;
(c)	“year” shall mean each fiscal period of twelve months of the Company. If any fiscal period of the Company is materially longer or shorter than 12 months the limits shall be applied with appropriate adjustments; and
(d)	nothing which takes place after the grant of an option shall require that option to be treated as in breach of this Section 4.01.
4.02	Offerings. The Company may offer Shares for purchase under the Stock Purchase Plan (“Offering”) for six-month periods beginning on January 1 and July 1 of each calendar year, commencing on January 1, 2004 or such other date as the Committee may determine in its absolute discretion. The Company may make alternative Offerings for different periods, provided that no Offering shall extend for more than 27 months.
4.03	Options. Each Offering shall constitute an option to purchase whole Shares at a price per Share equal to 85% of the lesser of (i) the fair market value of a Share on the first day of such Offering or (ii) the fair market value of a Share on the last day of such Offering. The fair market value of a Share on any date shall be its closing price reported by the principal stock exchange on which Shares are traded for such date or for the next earliest date on which Shares were traded.
4.04	Individual Limit on Options. In no event shall the fair market value (measured on the applicable date of grant) of Shares subject to options under the Stock Purchase Plan (and shares of the Company, any parent or subsidiary company subject to options under any other Stock Purchase Plans qualifying under Section 423 of the US Tax Code) during any calendar year exceed, in the aggregate, $25,000 in the aggregate for any individual.
4.05	Purchase of Shares. Unless you have withdrawn or become ineligible prior to the end of an Offering, your accumulated savings shall be automatically applied on the last day of the Offering to purchase whole Shares to the extent feasible in accordance with the Offering. Such purchase shall be treated as the exercise of an option represented by the Offering. Any amount remaining in your Account after such purchase shall be applied to the next Offering. You are not entitled or permitted to make cash payments in lieu of payroll deductions to acquire Shares in an Offering. In no event shall any Shares be purchased pursuant to an Offering more than 27 months after the commencement of the Offering.
4.06	Source of Shares. Shares offered under the Stock Purchase Plan may be authorized and issued Shares purchased in open market transactions by a Broker pursuant to directions from the Committee and at the market price prevailing on the applicable exchange.

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4.07

Restriction on 5% Owners. No employee shall be permitted to purchase Shares under the Stock Purchase Plan if, immediately after such purchase, such employee would possess stock having five percent (5%) or more of the total combined voting power of all classes of stock of the Company or any of its parent or subsidiary corporations, determined by applying the stock ownership rules of Section 424(d) of the US Tax Code.

4.08

Prohibition Against Assignment. Your right to purchase Shares under the Stock Purchase Plan are exercisable only by you and may not be sold, pledged, assigned, surrendered or transferred in any manner other than by will or the laws of descent and distribution. Any attempt to sell, pledge, assign, surrender or transfer such rights shall be void and shall automatically cause any purchase rights held by you to be terminated. In such event, the Committee may refund in cash, without interest, all contributions credited to your Account

ARTICLE V      ACCOUNTS

5.01	Establishment of Accounts. The Committee shall cause to be maintained a separate account for each participant (“Account”) to record the amount of payroll deductions with respect to each Offering, and the purchase price for and the number of Shares, credited to such participant. No interest or other earnings shall be credited to any contributions under the Stock Purchase Plan.
5.02	Custody of Shares. The Committee shall select a broker (“Broker”) which shall hold and act as custodian of Shares purchased pursuant to the Stock Purchase Plan. Absent instructions to the contrary from a participant, certificates for Shares purchased will not be issued by the Broker to a participant.
5.03	Voting of Shares. You may direct the Broker as to how to vote the full Shares credited to your Account.

ARTICLE VI      DISBURSEMENTS FROM ACCOUNT

6.01	Withdrawal of Contributions. Upon your withdrawal from any Offering, all or any designated portion of the contributions credited to your Account with respect to such Offering shall be disbursed, without interest, to you.
6.02	Withdrawal of Shares. You may at any time withdraw all or any number of whole Shares credited to your Account under the Stock Purchase Plan by directing the Broker to cause your Shares to be (i) issued as certificates in your name (subject to the charges described in Paragraph 7.03 of the Stock Purchase Plan) or (ii) sold and the net proceeds (less applicable commissions and other charges) distributed in cash to you. You may also direct the Broker to cause Shares to be transferred to another brokerage account of yours, provided the Shares are held by you for at least two (2) years following the first day of the Offering pursuant to which the Shares were acquired or such other period as the Committee may determine in its sole discretion.
6.03	Distribution Upon Termination. Upon termination of your participation in the Stock Purchase Plan as a whole prior to the expiration of all Offerings thereunder, all contributions and Shares credited to your Account shall be disbursed to and as directed by you in accordance with the Stock Purchase Plan. All contributions credited to your Account that have not been applied to the purchase of Shares shall be returned to you without interest,

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	unless such termination coincides with the expiration of an Offering and Shares are purchased accordingly. Shares credited to your Account shall, in accordance with instructions to the Broker from you and at your expense, be distributed in the same manner as permitted upon any withdrawal.
6.04	Failure to Provide Directions. If within ninety (90) days after you have withdrawn from the Stock Purchase Plan you have not notified the Broker of your instructions as set forth herein, the Committee shall direct the Broker to issue Shares in your name and deliver the same to you at your last known address.
6.05	Sale of Shares. If you elect to receive the proceeds from the sale of your Shares, the amount payable shall be determined by the Broker based upon the last reported bid price on the proceeds of the sale of your Shares at the last price quoted on the principal stock exchange on which such shares are traded, less any applicable commissions, fees and charges. The Broker, acting on your behalf, shall take such action as soon as practicable, but in no event later than five (5) business days after receipt of notification from you. The Company assumes no responsibility in connection with such transactions, and all commissions, fees or other charges arising in connection therewith shall be borne directly by you. The amount thus determined shall be paid in a lump sum to you.
6.06	Unpaid Leave of Absence. Unless you withdraw from the Stock Purchase Plan, Shares will be purchased with contributions to your Account on the last day of the Offering following the commencement of an unpaid leave of absence, unless your employment terminates prior to that time. The number of Shares purchased will be determined by applying the amount of your contributions prior to such leave of absence. Upon your return to work following an unpaid leave of absence, payroll deductions shall resume at the rate in effect at the commencement of the leave of absence.

ARTICLE VII      ADMINISTRATION AND EXPENSES

7.01	Committee. The Stock Purchase Plan shall be administered by the Committee, which shall consist of such members as determined by the Company. The Committee shall interpret and apply the provisions of the Stock Purchase Plan in its good faith discretion, and the Committee’s decision is final and binding. The Committee may establish rules for the administration of the Stock Purchase Plan.
7.02	Expenses for Purchase of Shares. The Company shall pay brokerage commissions, fees and other charges, if any, incurred for purchases of Shares with payroll deductions made under the Stock Purchase Plan.
7.03	Expenses to Sell or Transfer Shares. All brokerage commissions, fees or other charges in connection with any sale or other transfer of your Shares shall be paid by you. In addition, any charges by the Broker in connection with your request to have certificates representing Shares registered in your name shall be paid by you.
7.04	Post-Termination Expenses. Upon your termination of employment or your withdrawal from the Stock Purchase Plan for any other reason, all commissions, fees and other charges thereafter relating to your Account will be your responsibility.

ARTICLE VIII      MERGERS AND OTHER SHARE ADJUSTMENTS

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8.01 Mergers or Other Consolidations. In the event that the Company is a party to a sale of substantially all of its assets, or a merger or consolidation, outstanding options to purchase Shares under the Stock Purchase Plan shall be subject to the agreement of sale, merger consolidation. Such agreement, without the consent of any participant, may provide for:

(a)	the continuation of such outstanding options by the Company (if the Company is the surviving corporation);
(b)	the assumption of the Stock Purchase Plan and such outstanding options by the surviving corporation or its parent;
(c)	the substitution by the surviving corporation or its parent of options with substantially the same terms for such outstanding options, including the substitution of shares of common stock of the surviving corporation with such appropriate adjustments so as not to enlarge or diminish the rights of participants;
(d)	the cancellation of such outstanding Options without payment of any consideration other than the return of contributions credited to participants’ Accounts, without interest; or
(e)	the shortening of the Offering Period and any Offering then in progress by setting a new last day of the Offering (the “New Purchase Date”). The New Purchase Date shall be before the date of the proposed sale, merger or consolidation. Each participant will be notified in writing that the last day of the Offering has been changed to the New Purchase Date and that the applicable number of Shares will be purchased automatically on the New Purchase Date, unless prior to such date the participant has withdrawn from the Stock Purchase Plan as provided in Paragraph 6.01 of the Stock Purchase Plan.

8.02 Adjustments to Shares or Options. In the event of a subdivision of the outstanding common stock, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the fair market value of the Shares, a combination or consolidation of the outstanding Shares into a lesser number of Shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Board of Directors shall make appropriate adjustments so as not to enlarge or diminish the rights of participants, in one or more of (i) the aggregate number of Shares available for purchase under the Stock Purchase Plan, (ii) the aggregate number of Shares subject to purchase under outstanding options or (iii) the purchase price per Share under each outstanding option.

ARTICLE IX      AMENDMENT AND TERMINATION

9.01 Authority. The Board of Directors of the Company may at any time terminate or amend the Stock Purchase Plan in any respect, including, but not limited to, terminating the Stock Purchase Plan prior to the end of an Offering Period or reducing the term of an Offering Period; provided, however, that the aggregate number of Shares subject to purchase under the Stock Purchase Plan shall not be increased without approval of the Company’s shareholders.

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9.02	Termination of the Stock Purchase Plan. The Stock Purchase Plan and all rights of participants to purchase any Shares hereunder shall terminate at the earlier of the conclusion of the last Offering Period authorized herein, or as otherwise determined by and at the discretion of the Company.
9.03	Distributions on Stock Purchase Plan Termination. Upon termination of the Stock Purchase Plan at the end of an Offering Period, Shares shall be issued to participants, and cash, if any, remaining in the Accounts of the participants, shall be refunded to them. Upon termination of the Stock Purchase Plan prior to the end of an Offering Period, all amounts not previously applied to the purchase of Shares shall be distributed to you, as if the Stock Purchase Plan had terminated at the end of an Offering Period
9.04	Effect on Broker. No amendments to the Stock Purchase Plan which affects the responsibilities or duties of the Broker shall be effective without the agreement and approval of the Broker.

ARTICLE X      MISCELLANEOUS

10.01	Joint Ownership. Shares may be registered in the name of the participant, or, if he or she so designates, in his or her name jointly with his or her spouse, with a right of survivorship.
10.02	No Employment Rights. The Stock Purchase Plan shall not be deemed to constitute a contract of employment between the Company and you, nor shall it interfere with the right of the Company to terminate you and treat you without regard to the effect which such treatment might have upon you under the Stock Purchase Plan.
10.03	Tax Withholding. The Company shall withhold from amounts to be paid to you as wages, any applicable Federal, state or local withholding or other taxes which it is from time to time required by law to withhold.
10.04	Compliance with Laws. The Company, in its discretion, may extend the period during which participants in any Offering may withdraw from participation in such Offering, postpone the date of the purchase and sale of Shares pursuant to any Offering or direct the Broker to delay the issuance of any certificate representing Shares in the name of any person or the delivery of Shares to any person if the Company determines that the taking of such action is necessary or desirable to comply with any applicable laws or the listing or other requirements of any national securities exchange or to obtain the consent or approval of any governmental regulatory body or self-regulatory organization as a condition of, or in connection with, the sale or purchase of Shares under the Plan, until such registration, qualification, listing, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.
	The Company may endorse on certificates representing Shares purchased under the Stock Purchase Plan with a legend referring to the foregoing representations or restrictions or any other applicable restrictions on resale as the Company, in its discretion, shall deem appropriate.

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10.05 Governing Law. The Stock Purchase Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware and without regard to the conflict of laws principles of such state.

MCI, INC.

By: /s/ Daniel Casaccia

Name: Daniel Casaccia

Title:    EVP, Human Resources

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EX-99.2

EXHIBIT 99.2

FIRST AMENDMENT
TO THE
MCI, INC. 2003
EMPLOYEE STOCK PURCHASE PLAN

      Pursuant to the power reserved to it in Section 9.01 of the MCI, Inc. 2003 Employee Stock Purchase Plan (the “Plan”), MCI, Inc. (the “Company”) hereby amends the Plan, effective as of the date on which all the conditions to the effectiveness of the Company’s plan of reorganization have been satisfied, as follows:

     1. Section 2.01, “Adoption by Subsidiaries” is hereby amended in its entirety to read as follows:

The Company’s Board of Directors may authorize the adoption of the Stock Purchase Plan by, or offer of participation in the Stock Purchase Plan to employees of, one or more subsidiary corporations of the Company (“Participating Subsidiaries”), including subsidiaries in nations other than the United States.

     2. Section 3.01, “Payroll Deductions” is hereby amended in its entirety to read as follows:

You may accumulate savings to purchase Ordinary Shares of Company stock (“Shares”) in an Offering by authorizing payroll deductions pursuant to a Participation Agreement executed by you prior to the Offering, subject to such minimum and maximum limits (expressed in dollars or as a percentage of base salary or base wages) as the most senior human resources officer of the Company (the “HRO”) may impose. Such savings shall be credited to your Account with respect to the Offering to which they relate. Payroll deductions for an Offering shall commence with the first paycheck you receive during such Offering and shall end with the last paycheck you receive during such Offering. Paychecks will be treated as having been received when they are sent out or otherwise distributed.

     3. Section 4.04, “Individual Limit on Options” is hereby amended in its entirety to read as follows:

In no event shall the fair market value (measured on the applicable date of grant) of Shares subject to options under the Stock Purchase Plan (and shares of the Company, any parent or subsidiary company subject to options under any other stock purchase plans qualifying under Section 423 of the US Tax Code) during any calendar year exceed $25,000 in the aggregate for any individual. In addition, the HRO may impose a limit on the number of Shares that any individual may purchase under the Stock Purchase Plan during any Offering.

4.  Section 7.01, “Committee” is hereby amended in its entirety to read as follows:

The Stock Purchase Plan shall be administered by the Committee, which shall consist of such members as determined by the Company. The Committee shall interpret and apply the provisions of the Stock Purchase Plan in its good faith discretion, and the Committee’s decision is final and binding. The Committee may establish rules for the administration of the Stock Purchase Plan. The Committee may offer participation in the Stock Purchase Plan to employees of subsidiaries of the Company in nations other than the United States on such terms and conditions as determined by the Committee to be (a) necessary to comply with applicable foreign laws or business practices, (b) necessary to avoid unfavorable tax treatment for such participation, or (c) otherwise appropriate. The HRO may also make the same types of modifications to the terms and conditions of participation for such employees. Any such terms and conditions established by the Committee or the HRO shall be contained in an Appendix to the Stock Purchase Plan.

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