1992 Stock Plan - WorldCom Inc. and MFS Communications Co. Inc.


                          WORLDCOM/MFS 1992 STOCK PLAN

                 (AMENDED AND RESTATED AS OF DECEMBER 31, 1996)


                        INTRODUCTION AND HISTORY OF PLAN

       The Plan originally was adopted by MFS Communications Company, Inc.
('MFS') effective November 23, 1992.  Effective December 31, 1996, MFS merged
with and into WorldCom, Inc. ('WorldCom') pursuant to a Merger Agreement.  As a
result of the merger, WorldCom assumed sponsorship of the Plan, and the Plan
was amended and restated to redesignate the Plan as sponsored by WorldCom
effective December 31, 1996.  Under the terms of the Merger Agreement, rights
to acquire stock of MFS outstanding under the Plan before December 31, 1996
were substituted with rights to acquire stock of WorldCom, as adjusted for the
merger exchange ratio of 2.1 shares of stock of WorldCom for each outstanding
share of MFS stock.  Except as adjusted for this exchange ratio, all rights of
Participants under the Plan before December 31, 1996 are preserved hereunder.
The amended and restated Plan is intended to change the Plan as required as a
result of the merger but is not otherwise intended to effect substantive
amendments to the Plan beyond those required by the merger.

                                   ARTICLE I

                                NAME AND PURPOSE

       For purposes of Article I, each such term as used in this Article shall
be defined in Article II.

       1.1    NAME.  The name of the Plan shall be the WorldCom/MFS 1992 Stock
Plan.

       1.2    PURPOSE.  The purpose of the Plan is to enable Employees and
Outside Consultants to share in the growth and prosperity of the Company by
encouraging stock ownership by Employees and Outside Consultants and to assist
the Company to obtain and retain skilled personnel and consultants.  Incentive
Stock Options, Nonqualified Stock Options, Restricted Shares, bargain stock,
Stock Appreciation Rights, bonuses of Company stock and other types of stock
awards and cash may be granted under this Plan.

                                   ARTICLE II

                                  DEFINITIONS

       2.1    'BOARD' means the Board of Directors of the Company.

       2.2    'CODE' means the Internal Revenue Code of 1986, as amended.

       2.3    'COMMITTEE' shall mean the Compensation Committee of the Board.

       2.4    'COMPANY' means WorldCom, Inc., a Georgia corporation, or any
successor corporation.

       2.5    'COMPANY STOCK' means shares of common stock issued by the
Company, par value $0.01 per share.

       2.6    'DIRECTOR' means any person who is a member of the Board.

       2.7    'EMPLOYEE' means any person employed on a full-time basis by the
Employer or a Subsidiary.

       2.8    'EMPLOYER' means the Company.

       2.9    'INCENTIVE STOCK OPTION' means any option granted to a
Participant under the Plan, which the Committee intends at the time it is
granted, to be an incentive stock option within the meaning of Section 422 of
the Code.

       2.10   'MERGER AGREEMENT' means the Amended and Restated Agreement and
Plan of Merger dated as of August 25, 1996 by and between the Company, HIJ
Corp., a wholly-owned subsidiary of the Company ('HIJ'), and MFS, whereby HIJ
merged with and into MFS.

       2.11   'MFS' means MFS Communications Company, Inc., a Delaware
corporation.

       2.12   'NONQUALIFIED STOCK OPTION' means any stock option granted under
the Plan which is not an Incentive Stock Option.

       2.13   'OPTIONEE' is any Employee or Outside Consultant who is granted
options under the Plan.

       2.14   'OUTSIDE CONSULTANT' is an individual who is not an Employee, but
provides services to the Company.  Outside Consultant does not include
Directors.

       2.15   'PARTICIPANT' shall mean any Employee or Outside Consultant who
meets the requirements for participation in the Plan as described in Article
III.

       2.16   'QUALIFYING STOCK' means Company Stock which has been owned by
the Employee or the Outside Consultant for at least six months prior to the
date of exercise of an option granted pursuant to this Plan and has not been
used in a stock-for-stock swap transaction within the preceding six months.

       2.17   'SUBSIDIARY' means a corporation which is a 'subsidiary
corporation' as defined in Section 424 of the Code.

                                  ARTICLE III

                         ELIGIBILITY AND PARTICIPATION

       3.1    ELIGIBILITY.  Every Employee hired prior to July 1, 1992, and
Outside Consultants shall be eligible to become a Participant in the Plan;
provided that no Employee who holds any Rights under the Metropolitan Fiber
Systems, Inc. (MFS Telecom, Inc.) Incentive Compensation Rights Plan adopted
July 26, 1989 shall be eligible.

       3.2    PARTICIPATION.  The Employees and Outside Consultants who
shall participate in the Plan and thereby be eligible to receive awards shall
be such Employees and Outside Consultants as the Committee shall select from
time to time.  The Committee shall determine the number of and the combination
of stock options, Restricted Shares, Stock Appreciation Rights (as such terms
are defined herein) and other stock awards granted to Employees and Outside
Consultants.

       3.3    DIRECTOR PARTICIPATION.  As of the effective date set forth in
Section 12.3, non-Employee Directors who provide service to the Company, other
than Director services, shall be granted a Nonqualified Stock Option for 50,000
shares of Company Stock.  Non-Employee Directors who are on the Committee are
not eligible to receive any other Benefits under this Plan.





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                                   ARTICLE IV

                                TYPE OF BENEFITS

       Benefits under the Plan ('Benefits') may be granted in any one or any
combination of (a) Incentive Stock Options; (b) Nonqualified Stock Options; (c)
Stock Appreciation Rights; (d) restricted stock awards; (e) bargain purchase of
Company Stock; (f) bonuses of Company Stock; (g) any other form of stock
benefit; or (h) cash.  However, Incentive Stock Options may not be granted to
Outside Consultants.

       Without limiting the Committee's authority, the Committee may: (a) make
the grant of Benefits conditional upon an election by a Participant to defer
payment of a portion of his salary; (b) give a Participant a choice between two
Benefits or combination of Benefits; (c) award Benefits in the alternative so
that acceptance of or exercise of one Benefit cancels the right of a
Participant to another; (d) award Benefits in any combination or combinations
and subject to any condition or conditions consistent with the terms of the
Plan that the Committee in its sole discretion may determine; and (e) provide
any vesting schedule (including immediate vesting) as the Committee deems
appropriate.

                                   ARTICLE V

                             SHARES SUBJECT TO PLAN

       The total number of shares for which options and other Company Stock
awards may be granted under this Plan shall not exceed in the aggregate
12,600,000 shares of Company Stock.  This number shall be appropriately
adjusted if the number of issued shares of Company Stock shall be increased or
reduced by a change in par value, combination, split-up, reclassification,
distribution of a dividend payable in stock, or the like.  The shares issued
under the Plan may be authorized and unissued shares or treasury shares.

       In the event that any outstanding option or other Benefit (except
Restricted Shares) issued pursuant to the Plan shall expire or terminate, the
shares allocable to the unexercised or forfeited portion of such Benefit may
again be subject to an award under the Plan.

                                   ARTICLE VI

                                    OPTIONS

       The Committee from time to time may grant Incentive Stock Options and
Nonqualified Stock Options, provided, however, that only Employees may be
entitled to receive Incentive Stock Options.

       Each option agreement between the Company and a Participant shall be in
such form and shall contain such provisions as the Committee from time to time
shall deem appropriate.  Option agreements need not be identical.  The option
agreements shall specify whether or not an option is an Incentive Stock Option.

       The terms of Incentive Stock Options granted shall include the
following:


       (a)    The option price shall be fixed by the Committee in good faith,
but in no event be less than 100% of the fair market value of the shares
subject to the option on the date the option is granted.

       (b)    The Committee shall fix the term or duration of all Incentive
Stock Options issued under this Plan provided that such term shall not exceed
ten years after the date on which the option was granted and shall not





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extend beyond the Optionee's employment with the Company.  The Committee shall
also set the date or dates on, or after which, each option may be exercised.

       (c)    The aggregate fair market value, determined as of the time the
Incentive Stock Option is granted, of the stock which may become exercisable
for the first time by any Employee during any calendar year shall not exceed
$100,000.

       (d)    Each Incentive Stock Option agreement (and amendments) shall
contain such terms and provisions, consistent with the requirements of this
Plan, as the Committee in its discretion shall determine, including without
limitation such terms and provisions as shall be requisite to cause the options
to qualify as Incentive Stock Options.

       Notwithstanding any other provisions of the Plan, no Incentive Stock
Option shall be granted to an Employee who, at the time the option is granted,
owns stock representing more than 10% of the total combined voting power of all
classes of stock of the Company.  This stock ownership limitation will not
apply if the option price is at least 110% of the fair market value (at the
time the option is granted) of the stock subject to the option, and the option
by its terms is not exercisable more than five years from the date it is
granted.

       Options and similar Benefits (including Stock Appreciation Rights) shall
not be transferrable otherwise than by will or the laws of descent and
distribution, and during the Participant's lifetime, such a Benefit shall be
exercisable only by the Participant.

       The Committee may grant a replacement option (a 'Replacement Option') to
any Participant who exercises all or part of an option granted under this Plan
using Qualifying Stock as payment for the purchase price.  A Replacement Option
shall grant to the Participant the right to purchase, at the fair market value
as of the date of said exercise and grant, the number of shares of stock equal
to the sum of the number of whole shares (a) used by the Participant in payment
of the purchase price for the option which was exercised and (b) used by the
Participant in connection with applicable withholding taxes on such
transaction.  A Replacement Option may not be exercised for six months
following the date of grant, and shall expire on the same date as the option
which it replaces.

                                  ARTICLE VII

                               RESTRICTED SHARES

       The Committee from time to time may award restricted shares ('Restricted
Shares') to any Participant in the Plan.  Each Participant who is awarded
Restricted Shares shall enter into an agreement with the Company in a form
specified by the Committee agreeing to the terms and conditions of the award
and such other matters consistent with the Plan as the Committee in its sole
discretion shall determine.

       Restricted Shares awarded to Participants may not be sold, transferred,
pledged or otherwise encumbered during the restricted period commencing on the
date of the award and ending at such later date as the Committee may designate
at the time of the award.  The Participant shall have the entire beneficial
ownership and all rights and privileges of a shareholder with respect to
Restricted Shares awarded to him, including the right to receive dividends and
the right to vote such Restricted Shares.

       The Committee may provide any other terms or conditions with regard to
Restricted Shares that it deems appropriate.  Restricted Shares and agreements
related thereto need not be identical.





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                                  ARTICLE VIII

                           STOCK APPRECIATION RIGHTS

       The Committee from time to time may grant stock appreciation rights
('Stock Appreciation Rights') to any Participant in the Plan.  A Stock
Appreciation Right shall be evidenced by a Stock Appreciation Right agreement
between the Company and the Participant, which shall contain such terms and
conditions consistent with the Plan as the Committee from time to time shall
deem appropriate.

       A Stock Appreciation Right may be satisfied by the Company in cash or in
shares of Company Stock, as determined by the Committee.  The agreement may
limit the maximum amount of appreciation taken into account under a Stock
Appreciation Right.

       A Stock Appreciation Right may be granted in conjunction with an
Incentive Stock Option, a Nonqualified Stock Option, Restricted Shares or any
other award hereunder.  At the discretion of the Committee, a Stock
Appreciation Right may be exercisable only to the extent that a related award
is exercisable and only upon surrender of a related award.  In the event of the
exercise of a Stock Appreciation Right, the exercise of which is conditioned
upon surrender of a related award, the number of shares that may be issued
under this Plan shall be reduced by the number of shares covered by the award
or portion thereof surrendered.

       The Committee may provide any other terms or conditions with regard to
Stock Appreciation Rights that it deems appropriate.  Stock Appreciation Rights
and agreements related thereto need not be identical.

                                   ARTICLE IX

                                  OTHER AWARDS

       The Committee may grant any other cash, stock or stock-related awards to
a Participant under this Plan that the Committee deems appropriate, including,
but not limited to, the bargain purchase of Company Stock and stock bonuses.
Any such benefits and any related agreements shall contain such terms and
conditions as the Committee deems appropriate.  Such awards and agreements need
not be identical.  With respect to any Benefit under which shares of Company
Stock are or may in the future be issued (other than shares issued from the
Company's treasury) for consideration other than prior services, the amount of
such consideration shall be equal to the amount (such as the par value of such
shares) required to be received by the Company in order to comply with
applicable state law.

                                   ARTICLE X

                                 ADMINISTRATION

       The Plan shall be administered by the Committee.  A majority vote of the
Committee at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee for the purposes of the Plan.

       The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan, to determine the terms of all
Benefits granted under the Plan including, without limitation, the purchase
price, if any, the Employees and Outside Consultants to whom, and the time or
times at which Benefits shall be granted, when an option can be exercised, or
Restricted Shares, Stock Appreciation Rights and other Benefits become
forfeitable, and whether in whole or in installments, and the number of shares
covered by a Benefit, and to interpret the plan and to make all other
determinations deemed advisable for the administration of the Plan.  The
Committee





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may designate Employees of the Company to assist the Committee in the
administration of the Plan and may grant authority to such persons to execute
option agreements or other documents on behalf of the Committee.

       Payment in full for the number of shares purchased under any Benefit,
including an option, shall be made to the Company at the time of such exercise.
The Committee, in its discretion, may provide that any Benefit by its terms may
permit a Participant to elect, subject to Committee approval, any of the
following alternative settlement methods: (a) cash equal to the excess of the
value of one share over the option or purchase price times the number of shares
as to which the award is exercised; (b) the number of full shares having an
aggregate value not greater than the cash amount calculated under alternative
(a); or (c) any combination of cash and stock having an aggregate value not
greater than the cash amount calculated under alternative (a).  For purposes of
determining an alternative settlement, the value per share shall be determined
under the same method as used to determine the option price in the case of
stock options.

       Payment for such shares shall be made in cash, or with the consent of
the Committee, in shares of Qualifying Stock, or a combination thereof.

       The Committee may make such rules and regulations and establish such
procedures as it deems appropriate for the administration of the Plan.  In the
event of a disagreement as to the interpretation of the Plan or any amendment
hereto or any rule, regulation or procedure thereunder or as to any right or
obligation arising from or related to the Plan, the decision of the Committee
shall be final and binding.  No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Benefit granted under it.

                                   ARTICLE XI

                        ADJUSTMENT UPON CHANGES OF STOCK

       If any change is made to the shares of Company Stock by reason of any
merger, consolidation, reorganization, recapitalization, stock dividend, split
up, combination of shares, exchange of shares, change in corporate structure,
or otherwise, appropriate adjustments shall be made by the Committee to the
kind and maximum number of shares subject to the Plan and the kind and number
of shares and price per share of stock subject to each outstanding Benefit.  No
fractional shares of stock shall be issued under the Plan on account of any
such adjustment, and rights to shares always shall be limited after such an
adjustment to the lower full share.

                                  ARTICLE XII

                                 MISCELLANEOUS

       12.1   CONTINUATION OF EMPLOYMENT.  Neither this Plan nor any Benefit
granted hereunder shall confer upon any Employee or any Outside Consultant any
right to continue in the employment of the Company or limit in any respect the
right of the Company to terminate an Employee's or an Outside Consultant's
employment at any time.

       12.2   WITHHOLDING.  With respect to any payments made to Participants
under the Plan, the Company shall have the right to withhold any taxes required
by law to be withheld because of such payments.  With respect to any such
withholding:

              (a)    Each Participant shall take whatever action that the
Committee deems appropriate to comply with the law regarding withholding of
federal, state and local taxes.





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              (b)    When a Participant is obligated to pay to the Company an
amount required to be withheld under applicable income tax laws in connection
with a Benefit, the Committee may, in its discretion and subject to such rules
as it may adopt, permit the Participant to satisfy this obligation, in whole or
in part, either (i) by having the Company withhold from the shares to be issued
upon the exercise of an option or a Stock Appreciation Right or upon the
receipt of a Benefit, shares having a fair market value that would satisfy the
withholding amount due or (ii) by delivering to the Company already-owned
shares to satisfy the withholding amount.

       12.3   EFFECTIVE DATE.      This Plan is effective on November 23, 1992.
Benefits hereunder may be granted at any time subject to the limitations
contained within the Plan.

                                  ARTICLE XIII

                           AMENDMENT AND TERMINATION

       13.1   AMENDMENT.  The Board may amend the Plan from time to time as it
deems desirable and shall make any amendments which may be required so that
options intended to be Incentive Stock Options shall at all times continue to
be Incentive Stock Options for the purposes of the Code; provided, however, the
Plan may not be amended to change the number of shares subject to the Plan or
decrease the price at which Incentive Stock Options may be granted.

       13.2   TERMINATION OF PLAN.  The Board may in its discretion terminate
the Plan at any time, but no such termination shall deprive Participants of
their rights under outstanding Benefits.  Notwithstanding the preceding
sentence, no Incentive Stock Options may be granted pursuant to the Plan later
than ten years after the date the Plan is adopted or the date the Plan is
approved by the shareholders of MFS, whichever is earlier.

                                                  WORLDCOM, INC.,
                                                  a Georgia corporation


                                                  By:                           
                                                         -----------------------
                                                  Name:
                                                  Title:










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