WorldCom, Intermedia and Digex Agree to Settle Lawsuit Related to WorldCom-Intermedia Merger

CLINTON, Miss., TAMPA, Fla., and LAUREL, Md., February 15, 2001
- WorldCom, Inc. (NASDAQ:WCOM), Intermedia Communications Inc.
(NASDAQ:ICIX) and Digex, Inc. (NASDAQ:DIGX) today announced a proposed
settlement of a lawsuit arising out of WorldCom's planned
acquisition of a controlling interest in Digex through a merger with
Intermedia. Certain minority shareholders of Digex had sued to either
enjoin the merger or to invalidate the approval of the transaction by
the Digex Board of Directors.

The proposed settlement would, if approved by the Delaware Chancery
Court, fully resolve all claims in the lawsuit and permit the
Intermedia transaction to proceed. As part of the settlement, WorldCom
and Intermedia have amended the terms of their merger agreement to
reduce the exchange ratio and make certain other modifications as
described below.

The acquisition of Intermedia's controlling interest in Digex
will represent a major step toward WorldCom's execution of its web
hosting expansion and will provide WorldCom with a comprehensive
portfolio of mission critical managed web and application hosting
products and services for mid- and large-sized businesses.

The principal terms of the proposed settlement and the amended
merger agreement are:

• The exchange ratio in the WorldCom/Intermedia merger agreement
  has been reduced to a fixed 1:1 exchange ratio that is not subject to
  adjustment;
  
• WorldCom and Digex have agreed on a series of commercial
  arrangements that will offer WorldCom's customers favorable
  access to the Digex portfolio of managed web and application hosting
  services:
  
  • A sales channel agreement will cover sales by the WorldCom
    sales force of the advanced web hosting services offered by Digex,
    with a minimum sales commitment from WorldCom to Digex;
    
  • After the completion of the Intermedia merger, WorldCom will
    provide Digex funding for the performance of its 2001 and 2002
    business plans as approved by the Digex and WorldCom boards of
    directors;
    
  • Managed web hosting facilities for Digex will be located in
    WorldCom data centers in the United States and around the globe.
    
• Concurrent with the reduction in the WorldCom/Intermedia exchange
  ratio, a settlement fund of $165 million in WorldCom common stock,
  based upon WorldCom stock's trading price for a period preceding
  the WorldCom/Intermedia merger, will be created for Digex
  stockholders (other than Intermedia) and plaintiffs' counsel
  fees. Net of plaintiffs' counsel fees, one-half of the settlement
  fund will be distributed to holders of Digex Class A common stock as
  of Sept. 1, 2000. The balance will be distributed to such holders as
  of a future record date to be determined and expected to be on or
  about the date of the WorldCom-Intermedia merger;
  
• Similarly, a fund of up to $15 million in cash will be created to
  cover expenses incurred by Digex and a special committee of
  independent directors of the Digex Board of Directors, as well as
  administrative expenses of the settlement; and
  
• Certain "material adverse effect" provisions of the
  merger agreement have been narrowed to eliminate various categories
  of items as potentially giving rise to material adverse effects on
  Intermedia and its subsidiaries;
  
• The approval of the WorldCom/Intermedia merger under Section 203
  of the Delaware General Corporation Law by the Digex Board of
  Directors will no longer be subject to challenge and WorldCom will
  not be subject to any restrictions under Section 203 on future
  transactions with Digex.

The proposed settlement has been approved by the Boards of Directors
of WorldCom, Intermedia and Digex, as well as the Special Committee of
the Digex Board. In connection with the transactions, Intermedia's
financial advisor, Bear, Stearns & Co. Inc., has provided the
Intermedia Board of Directors with an opinion that the exchange ratio,
as revised, is fair from a financial point of view to the Intermedia
common stockholders.

The settlement must be preliminarily and -- following class
notification procedures -- finally approved by the Delaware Chancery
Court. The closing of the WorldCom-Intermedia merger under the amended
merger agreement is subject to approval by the Intermedia stockholders
and final court approval of the settlement. Because the regulatory
approvals of the transaction by the Department of Justice and by the
Federal Communication Commission are not affected by the proposed
settlement or the merger amendment, the parties expect the
WorldCom-Intermedia merger to close during the second quarter of
2001.

"We are pleased to put this matter to rest and look forward to
enhancing our ability to provide world-class managed web and
application hosting services," said Bernard J. Ebbers, WorldCom
president and chief executive officer. "This agreement helps WorldCom
accelerate momentum in its global managed hosting business and is
ideally complementary to WorldCom's range of data, Internet, VPN, and
managed networks."

David C. Ruberg, chairman and chief executive officer of Intermedia
and chairman of the board of Digex said, "This continues to be an
exciting transaction for the Intermedia and Digex stockholders,
employees and other stakeholders. This settlement represents great
potential future value to Digex shareholders and I believe the
WorldCom-Digex business combination will be a powerful one in the web
hosting marketplace."

WorldCom (NASDAQ:WCOM) is a preeminent global communications company
for the digital generation, operating in more than 65 countries with
2000 revenues of approximately $40 billion. WorldCom provides the
innovative technologies and services that are the foundation for
business in the 21st century. For more information, go to
http://www.worldcom.com.

Intermedia Communications (NASDAQ: ICIX) is dedicated to providing
fully integrated next generation data-centric solutions to the complex
communications needs of business and government customers in major U.S.
markets. Intermedia offers broadband data, high-speed Internet access,
advanced network and voice services. Headquartered in Tampa, FL,
Intermedia is among the largest independent Competitive Local Exchange
Carriers, the nation's fourth largest frame relay provider, a
leading systems integration provider, a leading Internet Service
Provider and the nation's largest provider of multi-tenant
services. Additional information on Intermedia is available at
http://www.intermedia.com.

Digex (NASDAQ: DIGX) is a leading provider of managed Web and
application hosting services for some of the world's leading
companies that rely on the Internet as a critical business tool. Digex
customers, from mainstream enterprise corporations, Internet-based
businesses and Application Service Providers (ASPs), leverage Digex
services to deploy secure, scaleable, high performance business
solutions, including electronic retailing, online financial services,
online procurement and customer self-service applications. Digex also
offers value-added enterprise and professional services, including
performance and security testing, monitoring, reporting and networking
services. Additional information on Digex is available at
http://www.digex.com.

Forward Looking Statements

Information contained in this release with respect to the financial
impact of the proposed transaction is forward looking. These statements
represent the companies' reasonable judgements with respect to
future events and are subject to risks and uncertainties that could
cause actual results to differ materially. Such factors include, but
are not limited to, material adverse changes in economic and
competitive conditions in the markets served by the companies, material
adverse changes in the business and financial condition of either or
both companies and their respective customers, uncertainties concerning
technological changes and future product performance, and any delay in
the expected closing of the transaction.

Amended Proxy Filing

In connection with the revised merger, WorldCom and Intermedia will be
filing an amended proxy statement/prospectus with the Securities and
Exchange Commission. Investors and security holders are urged to read
the amended proxy statement/prospectus when it becomes available
because it will contain important information. Investors and security
holders may obtain a free copy of the amended proxy
statement/prospectus when it becomes available and other documents
filed by WorldCom and Intermedia with the Securities and Exchange
Commission in connection with the merger at the Securities and Exchange
Commission's web site at www.sec.gov. The amended proxy
statement/prospectus and other documents in connection with the merger
may also be obtained for free by directing a request to WorldCom, Inc.,
500 Clinton Center Drive, Clinton, Mississippi 39056, Attention: Scott
Hamilton, Investor Relations, Telephone: (601) 460-5111, email:
investor@wcom.com or Intermedia Communications Inc., One Intermedia
Way, Tampa, Florida 33647, Attention: Mark H. Tubb, Investor Relations,
Telephone: (813) 829-2408, email: mhtubb@intermedia.com.