Elliott Associates Intends Not to Vote for MCI / Verizon Merger as Currently Structured

Elliott Associates Intends Not to Vote for MCI / Verizon Merger
as Currently Structured
Investment Firm Urges MCI to Consider Any Subsequent Offers 


NEW YORK, Feb. 23  /PRNewswire/ -- Elliott Associates, L.P. (together with
funds under common management) is a substantial shareholder of MCI Inc.
(NASDAQ:MCIP) and today sent the following letter to the Board of Directors of
MCI Inc.:

   February 23, 2005

   Board of Directors
   MCI Inc.
   22001 Loudoun County Parkway
   Ashburn, VA  20147

        Re:  Proposed Sale of MCI Inc.

   Ladies and Gentlemen:



Elliott Associates, L.P. and funds under common management ("Elliott") are the
beneficial owners of approximately 2.72 million common shares of MCI Inc. (the
"Company").  We are writing with regard to the Agreement and Plan of Merger
(the "Proposed Merger") between the Company and Verizon Communications Inc.
("Verizon").

Our purpose in writing is to express our displeasure with the economics of the
Proposed Merger and to urge you to seriously consider any offer put forth in
the future (a "Subsequent Bid") by Qwest Communications International, Inc
("Qwest") or other interested parties.

We appreciate the significant efforts that management and the Board of
Directors of MCI (the "Board") have made over the last many months to reshape
the Company, its cost structure and its business.  As a function of having been
one of the largest and most active creditors of the predecessor company during
its reorganization, Elliott is keenly aware of the significant obstacles that
the current management and Board overcame to enable the Company to be in the
position in which it finds itself today.

That said, we feel that the Board erred in its decision with respect to the
Proposed Merger.  Fortunately, based on February 17, 2005 8-K filed by Qwest,
it appears likely that Qwest will put forth a Subsequent Bid, and thus the
Board will be in a position in the near future to take the further steps
required to maximize the long-term value of the Company to its shareholders.

The offer to acquire the Company made by Qwest (the "Initial Bid") outlined in
its February 16, 2005 8-K translates into a price of $23.82 per MCI share,(1)
or roughly 17% higher than the value of the deal currently contemplated with
Verizon.(2)  Further, the initial reaction of Qwest's common stock to the mere
possibility of a deal with MCI illustrates the potential for substantially
greater value to be realized by MCI shareholders (we note that the recent, more
muted reaction of Qwest stock to the possibility of a Subsequent Bid is
potentially the result of the seeming lack of interest of the Board with regard
to the Qwest overtures).  Clearly, any bid to purchase the Company (both in the
case of Verizon and Qwest) may have certain not- immediately quantifiable
aspects that would require consideration.  However, to accept a bid from
Verizon that is 19% lower than the Qwest bid is difficult to understand.  To
have failed to explore an alternative form of the Initial Bid, in light of the
substantial and continuing interest Qwest has shown in owning MCI, seems
unjustifiable.  In addition, our analysis suggests that a Qwest/MCI combination
is likely to require less divestitures and less time to complete than the
Proposed Merger.

While Verizon is a larger and more stable company than Qwest, such must be
weighed against the fact that, through a transaction with Qwest, current MCI
shareholders would participate much more meaningfully in the value created by
having the MCI assets under a new corporate umbrella.  By its very nature,
investing in equity securities entails risks; by investing in MCI, its current
shareholder base has demonstrated a willingness to incur a calculated, though
substantial, risk with the view that the potential rewards outweigh such risk.
Further, the very traits of Verizon that lend it the stability that seems to
have driven in some substantial part the Board's current reasoning -- its size,
its meaningful exposure to the wireless market, etc., -- create a dynamic in
which Verizon, quite frankly, would not be a meaningfully different company
subsequent to the Proposed Merger than it is today.  If current MCI
shareholders wanted to participate in Verizon's fortunes, they could have
simply purchased Verizon stock, and may still do so today.  In addition to the
superiority of the Initial Bid based on today's security prices, a Qwest/MCI
transaction has the potential to transform both entities and realize synergies
in a value-creating manner not afforded by a Verizon transaction.

It is our understanding that the Board was concerned with certain contingent
liabilities of Qwest.  Again, we agree that the Board must weigh these issues. 
However, our understanding of the timing of the events leading up to the
Proposed Merger causes us to wonder if the Board gave itself a sufficient
opportunity to conduct such an analysis.  We note that just yesterday, the
Suspension and Debarment Official of the General Services Administration issued
a favorable letter to Qwest in which it stated that "[b]ased upon all
information contained in the administrative record, I have concluded that the
protection of the Federal government's interest does not presently require that
I initiate administrative action against Qwest."  Given the magnitude of the
superiority of the Initial Bid based on current trading values, the Board
should have taken the necessary steps to properly investigate these matters in
a complete and thoughtful manner, a process that likely could not have been
accomplished in such a short time frame.  Further, if press reports are correct
that Qwest had floated the potential for a $6.3 billion all-cash bid, such
indicates that Qwest might have been amenable to structuring a transaction in a
form that would largely mitigate any concerns the Board may have had with the
prospects of a combined Qwest/MCI.

In addition to the concern expressed by several of MCI's largest shareholders,
we would point out that a significant number of the Company's shares have
traded subsequent to the announcement of the Proposed Merger at a price higher
than that implied by the current Verizon bid.  We view this as a clear signal
that such holders are anticipating an offer from Qwest, and would be amenable
to such a transaction.

Given the information currently available to us, we believe that the Initial
Offer was superior to the Proposed Merger.  Thus, should Qwest present MCI with
a Subsequent Offer, we trust that the Board, consistent with its fiduciary duty
to maximize shareholder value (particularly given the enhanced scrutiny that
applies in the change of control context under Delaware law), would give such a
proposal its due and serious consideration.  In the event that the Board
insists on proceeding with the Proposed Merger notwithstanding the more value
accretive transactions available to the Board, the Board should note that
Elliott intends not to vote for the proposed merger with Verizon as currently
structured.  Further, Elliott reserves all rights with regard to the past and
future conduct of the Board in connection with the potential combinations with
Qwest and Verizon.

Should you have any questions, please contact Scott Tagliarino at 212-506-2999.

   Very truly yours,

   Elliott Associates, L.P.


  About Elliott Associates, L.P.


Elliott Associates, L.P. and its sister fund, Elliott International, L.P. have
more than $4.2 billion of capital under management as of January 1, 2005.
Founded in 1977, Elliott Associates is one of the oldest hedge funds under
continuous management.  The Elliott funds' investors include large
institutions, high-net-worth individuals and families, and employees of the
firm.

   (1) This calculation is based on the February 22, 2005 closing price of
       Qwest stock of $3.94; 3.735 shares of Qwest per share of MCI; $7.50
       of cash per MCI shares; and four quarterly dividends of $0.40 per
       share.  We also note that the Initial Bid was 19% higher than the
       currently contemplated Verizon transaction on February 14, 2005, the
       day the Proposed Merger was announced (using the relevant closing
       prices as of February 11, 2005).  All numbers are exclusive of the
       $200 million break-up fee.

   (2) The Proposed Merger contemplates that MCI shareholders will receive
       0.4062 shares of Verizon stock and a total of $6.00 of cash per MCI
       share.  Based on the February 22, 2005 closing price of Verizon, this
       translates to an offer price of $20.37.


DATASOURCE: Elliott Associates, L.P.



CONTACT:  Scott Tagliarino, [phone], [phone] cell, for

Elliott Associates, L.P.

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