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<page> Schedule I <table> <caption> Maximum Number Number of of Optional Firm Designated Designated Securities Securities Which to Be May Be Underwriter Purchased Purchased <s> <c> <c> Goldman, Sachs & Co................ [Name(s) of Co-Representative(s)].. [Names of Other Underwriters]...... Total </Table> 1 <page> Schedule II Designated Trust: MCI Capital __ Title of Designated Securities: % Cumulative Quarterly Income Preferred Securities, Series __ ("Quips") Aggregate Principal Amount: Aggregate Principal Amount of Designated Securities: $ Price to Public: 100% of the Principal Amount of the Designated Securities Purchase Price by Underwriters: % of the Principal Amount of the Designated Securities Underwriters' Compensation: $ Per Designated Security Specified Funds for Payment of Purchase Price: Same-Day Funds Accountants' Letter to Be Delivered on Date of Terms Agreement: Yes. Trust Agreement: Amended and Restated Trust Agreement Dated as of __, , Between the Guarantor and the Trustees Named Therein Indenture: Indenture Dated as of May __, 1996, Between the Guarantor and Wilmington Trust Company, as Debenture Trustee and Supplemental Indenture No. __ Dated as of 2 <page> __, , Between the Guarantor and the Debenture Trustee (Collectively the "Indenture") Guarantee: Guarantee Agreement Dated as of __, , Between Guarantor and Wilmington Trust Company, as Guarantee Trustee Maturity: __, Interest Rate: % Interest Payment Dates: March 31, June 30, September 30 and December 31 Extension Period: 20 Quarters Redemption Provisions: The Redemption Provisions Set Forth in Section 402 of the Trust Agreement Shall Apply to the Designated Securities. Sinking Fund Provisions: No Sinking Fund Provisions. Time of Delivery: 10:00 A.M., New York City Time __, Closing Location: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Names and Addresses of Representatives: Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 3
