Verizon and Qwest competed for MCI

Jousted over what's a "superior proposal"

• As Qwest repeatedly offered 20%-30% more than Verizon
• With MCI then accepting a lesser 10%-15% raise from Verizon
• Initial Verizon offer of $20.75 per share was ultimately increased to $26.00 per share

• Qwest's "best and final" offer was $30.00 per share
• Both offered a mix of cash and stock

• Both improved their offers by

• including downside protection against declines in their stock price
• weakening their material adverse change provisions

S-4 summary  through 4.12.05

• MCI's non-solicitation covenant

MCI shareholders approve Verizon acquisition 10.06.05

Deephaven Capital solicits proxies against Verizon deal

MCI accepts Verizon bid of $26 per share as superior

Verizon concedes that 30% more is superior

MCI accepts Qwest's bid as superior

Qwest raises its bid to $30 per MCI share

MCI Annual Meeting Proxy Statement

Verizon files Form S-4

Verizon acquires 13.4% stake from MCI's largest shareholder

MCI: Greenhill/ Lazard / JP Morgan / Davis Polk

Verizon: Bear Stearns / Debevoise

Qwest: UBS / Merrill Lynch / Skadden Arps

Initial Verizon offer 2.14.05
Totals $20.75 per share

Initial Qwest offer 2.17.05
Totals $23.00 per share

Revised Qwest offer 2.24.05
Totals $24.60 per share

Revised Verizon offer 3.29.05
Totals $23.10 per share

Revised Qwest offer 3.31.05
Totals $27.50 per share

Verizon side deal with Carlos Slim 4.09.05
$25.72 cash per share

Qwest's "best and final" offer 4.21.05
$30.00 per share

SEC_CODE_REF_0090001192884

Revised Verizon offer 5.02.05
$26.00 per share

Verizon / MCI merger agreement

• Dated 2.14.05
• Amendment 3.29.05
• Amendment 5.01.05

Proposed Qwest / MCI merger agreement

• Dated 4.05.05
• Signed and delivered by Qwest

Verizon Form S-4 4.12.05

Shareholder solicited proxies against Verizon deal

• Deephaven Capital Management

SEC filings

• Definitive proxy statement 9.01.05