Option RR Worldwide Promotion 13:

            Beginning April 1, 2001 and ending December 31, 2001, the Company will offer the following promotion to new customers of WorldCom On-Net Voice Services.

Eligibility: To be eligible to enroll in this promotion, the customer must:

                        subscribe to Feature Option 2, Feature Option 3A and Feature Option 3B WorldCom On-Net Voice Services under a new WorldCom On-Net Voice Services Term Plan with a term commitment which equals or exceeds one year; and,

                        not be a subscriber to WorldCom On-Net Voice Services Feature Option 3.

Benefits:  Customers enrolled in this promotion are eligible to receive the following benefits during the term of service of the customer's WorldCom On-Net Voice Services Term Plan:

            In each monthly period of the customer's WorldCom On-Net Voice Services Term Plan in which the customer's international usage under that WorldCom On-Net Voice Services Term Plan equals or exceeds 15 percent (as measured in dollars) of the customer's total usage under that WorldCom On-Net Voice Services Term Plan, in lieu of standard rates the customer will receive a 32.33 percent discount on standard per-minute usage charges for international outbound voice and Card usage.

Underutilization: In any monthly period of the customer's WorldCom On-Net Voice Service Term Plan in which the customer's international usage under that WorldCom On-Net Voice Service Term Plan fails to equal or exceed 15 percent (as measured in dollars) of the customer's total usage under that WorldCom On-Net Voice Service Term Plan, the customer will be billed and required to pay an underutilization charge equal to the difference between the amount billed the customer under this promotion and the customer's usage under this promotion billed at standard per-minute rates.