Employee Stock Purchase Plan - WorldCom Inc., MFS Communications Co. Inc. and UUNET Technologies Inc.


                               WORLDCOM/MFS/UUNET
                          EMPLOYEE STOCK PURCHASE PLAN


INTRODUCTION AND HISTORY OF PLAN

         Effective August 12, 1996, MFS Communications Company, Inc. ('MFS')
acquired UUNET Technologies, Inc., a Delaware corporation ('UUNET') through a
merger of a subsidiary of MFS with and into UUNET.  As a result of the merger,
MFS assumed sponsorship of this Plan.  Effective December 31, 1996, MFS then
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.

1.       Purpose

         This, the WorldCom/MFS/UUNET Employee Stock Purchase Plan (the
'Plan'), is designed to encourage and assist employees of WorldCom, a Georgia
corporation (the 'Company') to acquire an equity interest in the Company
through the purchase of shares of Company common stock (the 'Common Stock').

2.       Administration

         The Plan shall be administered by the Board of Directors of the
Company (or a committee of 'disinterested' directors no fewer in number than
required by Rule 16b-3 of the Securities and Exchange Commission ('Rule 16b-3')
as in effect with respect to the Company from time to time, which in either
case is referred to as the 'Board') in accordance with Rule 16b-3. The Board
may from time to time select a committee or persons (the 'Administrator'), to
be responsible for any matters for which a 'disinterested administrator' is not
required by Rule 16b-3. Subject to the express provisions of the Plan, to the
overall supervision of the Board, and to the limitations of Section 423 of the
Internal Revenue Code of 1986, as amended (the 'Code'), the Administrator may
administer and interpret the Plan in any manner it believes to be desirable,
and any such interpretation shall be conclusive and binding on the Company and
all participants.

3.       Number of Shares

         (a)     The total number of shares of Common Stock reserved and
available for issuance pursuant to this Plan shall be 525,000.  Such shares may
consist, in whole or in part, of authorized and unissued shares or treasury
shares reacquired in private transactions or open market purchases, but all
shares issued under this Plan shall be counted against the 250,000-share
limitation.

         (b)     In the event of any reorganization, recapitalization, stock
split, reverse stock split, stock dividend, combination of shares, merger,
consolidation, offering of rights, or other similar change in the capital
structure of the Company, the Board may make such adjustment, if any, as it
deems appropriate in the number, kind, and purchase price of the shares
available for purchase under the Plan and in the maximum number of shares
subject to any option under the Plan.

4.       Eligibility Requirements

         (a)     Each employee of the Company, except those described in the
next paragraph, shall become eligible to participate in the Plan in accordance
with Section 5 on the first Enrollment Date on or following commencement of his
or her employment by the Company or following such period of employment as is
designated by the Board from time to time.  Participation in the Plan is
entirely voluntary.

         (b)     The following employees are not eligible to participate in the
Plan:

                 (i)      employees who would, immediately upon enrollment in
the Plan, own directly or indirectly (including options or rights to acquire
stock possessing) five percent or more of the total combined voting power or
value of all classes of stock of the Company or any subsidiary of the Company;
and

                 (ii)     employees who are customarily employed by the Company
less than 20 hours per week or less than five months in any calendar year.

                 (iii)    'Employee' shall mean any individual who is an
employee of the Company or a Participating Subsidiary within the meaning of
Section 3401(c) of the Code and the Treasury Regulations thereunder.
'Subsidiary' shall mean any corporation described in Section 424(e) or (f) of
the Code. 'Participating Subsidiary' shall mean a subsidiary which has been
designated by the Administrator as covered by the Plan.

5.       Enrollment

         Any eligible employee may enroll or re-enroll in the Plan each year as
of the first trading day of (i) January (ii) the sixth month following such
month, and (iii) each yearly anniversary of such months (e.g. any January and
July) or such other days as may be established by the Board from time to time
(the 'Enrollment Dates'); provided, that the first Enrollment Date shall in no
event be earlier than January 1, 1996. In order to enroll, an eligible employee
must complete, sign, and submit to the Company an enrollment form.  Any
enrollment form received by the Company by the 15th day of the month preceding
an Enrollment Date (or by the Enrollment Date in the case of employees hired
after such 15th day), or such other date established by the Administrator from
time to time, will be effective on that Enrollment Date.  For purposes of the
Plan, a 'trading day' is any day on which regular trading occurs on any
established stock exchange or market system on which the Common Stock is
traded.

6.       Grant of Option on Enrollment

         (a)     Enrollment or re-enrollment by a participant in the Plan on an
Enrollment Date will constitute the grant by the Company to the participant of
an option to purchase fully vested shares of Common Stock from the Company
under the Plan. Any participant whose option expires and who has not withdrawn
from the Plan will automatically be re-enrolled in the Plan and granted a new
option on the Enrollment Date immediately following the date on which the
option expires.

         (b)     Except as provided in Section 9, each option granted under the
Plan shall have the following terms:

                 (i)      each option granted under the Plan will have a term
of not more than 24 months or such shorter option period as may be established
by the Board from time to time; notwithstanding the foregoing, however, whether
or not all shares have been purchased thereunder, the option will expire on the
earlier to occur of (A) the completion of the purchase of shares on the last
Purchase Date occurring within 24 months after the Enrollment Date for such
option, or such shorter option period as may be established by the Board before
an Enrollment Date for all options to be granted on such date or (B) the date
on which the employee's participation in the Plan terminates for any reason;



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                 (ii)     payment for shares purchased under the option will be
made only through payroll withholding in accordance with Section 7;

                 (iii)    purchase of shares upon exercise of the option will
be effected only on the Purchase Dates established in accordance with Section
8;

                 (iv)     the price per share under the option will be
determined as provided in Section 8;

                 (v)      the number of shares available for purchase under an
option will, unless otherwise established by the Board before an Enrollment
Date for all options to be granted on such date, be determined by dividing
$25,000 by the fair market value of a share of Common Stock on the Enrollment
Date and by multiplying the result by the number of calendar years included in
whole or in part in the period from grant to expiration of the option;

                 (vi)     the option (taken together with all other options
then outstanding under this and all other similar stock purchase plans of the
Company and any subsidiary of the Company, collectively 'Options') will in no
event give the participant the right to purchase shares at a rate per calendar
year which accrues in excess of $25,000 of fair market value of such shares, as
determined at the applicable Enrollment Date; and

                 (vii)    the option will in all respects be subject to the
terms and conditions of the Plan, as interpreted by the Administrator from time
to time.

7.       Payroll and Tax Withholding: Use by Company

         (a)     Each participant shall elect to have amounts withheld from his
or her compensation paid by the Company during the option period, at a rate
equal to any whole percentage up to a maximum of 10 percent, or such lesser
percentage as the Board may establish from time to time before an Enrollment
Date. Compensation includes regular salary payments, annual and quarterly
performance bonuses, hire-on bonuses, cash recognition awards, commissions,
overtime pay, shift premiums, and elective contributions by the participant to
qualified employee benefit plans, but excludes all other payments including,
without limitation, long-term disability or workers compensation payments, car
allowances, employee referral bonuses, relocation payments, expense
reimbursements (including but not limited to travel, entertainment, and moving
expenses), salary gross-up payments, and non-cash recognition awards. The
participant shall designate a rate of withholding in his or her enrollment form
and may elect to increase or decrease the rate of contribution effective as of
any Enrollment Date, by delivery to the Company, not later than 15 days before
such Enrollment Date, of a written notice indicating the revised withholding
rate.

         (b)     Payroll withholdings shall be credited to an account
maintained for purposes of the Plan on behalf of each participant, as soon as
administratively feasible after the withholding occurs. The Company shall be
entitled to use the withholdings for any corporate purpose, shall have no
obligation to pay interest on withholdings to any participant, and shall not be
obligated to segregate withholdings.

         (c)     Upon disposition of shares acquired by exercise of an option,
the participant shall pay, or make provision adequate to the Company for
payment of, all federal, state, and other tax (and similar) withholdings that
the Company determines, in its discretion, are required due to the disposition,
including any such withholding that the Company determines in its discretion is
necessary to allow the Company to claim tax deductions or other benefits in
connection with the disposition. A participant shall make such similar
provisions for payment that the Company determines, in its discretion, are
required due to the exercise of an option, including such provisions as are
necessary to allow the Company to claim tax deductions or other benefits in
connection with the exercise of the option.





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8.       Purchase of Shares

         (a)     On the last trading day of each month immediately preceding a
month containing an Enrollment Date, or on such other days as may be
established by the Board from time to time, prior to an Enrollment Date for all
options to be granted on an Enrollment Date (each a 'Purchase Date'), the
Company shall apply the funds then credited to each participant's payroll
withholdings account to the purchase of whole shares of Common Stock. The cost
to the participant for the shares purchased under any option shall be not less
than 85 percent of the lower of:

                 (i)      the fair market value of the Common Stock on the
Enrollment Date for such option; or

                 (ii)     the fair market value of the Common Stock on that 
Purchase Date.

The 'fair market value' of the Common Stock on a date shall be the closing
price of the Common Stock on such date on any established stock exchange or
market system if the Common Stock is traded on such an exchange or market
system (and the largest such exchange or market system if the Common Stock is
traded on more than one), if the Common Stock is not so traded then the mean
between the bid and asked prices for Common Stock on such date as quoted on
NASDAQ Stock Market or reported in The Wall Street Journal or similar
publication if such prices are so quoted or reported, or the fair market value
on such date as determined by the Administrator if shares of Common Stock are
not so traded, quoted, or reported.

         (b)     Any funds in an amount less than the cost of one share of
Common Stock left in a participant's payroll withholdings account on a Purchase
Date shall be carried forward in such account for application on the next
Purchase Date, and any additional amount shall be distributed to the
participant.

         (c)     If at any Purchase Date, the shares available under the Plan
are less than the number all participants would otherwise be entitled to
purchase on such date, purchases shall be reduced proportionately to eliminate
the deficit. Any funds that cannot be applied to the purchase of shares due to
such a reduction shall be refunded to participants as soon as administratively
feasible.

9.       Withdrawal from the Plan

         A participant may withdraw from the Plan in full (but not in part) at
any time, effective after written notice thereof is received by the Company.
All funds credited to a participant's payroll withholdings account shall be
distributed to him or her without interest within 60 days after notice of
withdrawal is received by the Company. Any eligible employee who has withdrawn
from the Plan may enroll in the Plan again on any subsequent Enrollment Date in
accordance with the provisions of Section 5.

10.      Termination of Employment

         Participation in the Plan terminates immediately when a participant
ceases to be employed by the Company for any reason whatsoever (including death
or disability) or otherwise becomes ineligible to participate in the Plan. As
soon as administratively feasible after termination, the Company shall pay to
the participant or his or her beneficiary or legal representative, all amounts
credited to the participant's payroll withholdings account; provided, however,
that if a participant ceases to be employed by the Company because of the
commencement of employment with a Subsidiary of the Company that is not a
Participating Subsidiary, funds then credited to such participant's payroll
withholdings account shall be applied to the purchase of .whole shares of
Common Stock at the next Purchase Date, and any funds remaining after such
purchase shall be paid to the participant.





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11.      Designation of Beneficiary

         (a)     Each participant may designate one or more beneficiaries in
the event of death and may, in his or her sole discretion, change such
designation at any time. Any such designation shall be effective upon receipt
in written form by the Company and shall control over any disposition by will
or otherwise.

         (b)     As soon as administratively feasible after the death of a
participant, amounts credited to his or her account shall be paid in cash to
the designated beneficiaries or, in the absence of a designation, to the
executor, administrator, or other legal representative of the participant's
estate. Such payment shall relieve the Company of further liability with
respect to the Plan on account of the deceased participant. If more than one
beneficiary is designated, each beneficiary shall receive an equal portion of
the account unless the participant has given express contrary written
instructions.

12.      Assignment

         (a)     The rights of a participant under the Plan shall not be
assignable by such participant, by operation of law or otherwise. No
participant may create a lien on any funds, securities, rights, or other
property held by the Company for the account of the participant under the Plan,
except to the extent that there has been a designation of beneficiaries in
accordance with the Plan, and except to the extent permitted by the laws of
descent and distribution if beneficiaries have not been designated.

         (b)     A participant's right to purchase shares under the Plan shall
be exercisable only during the participant's lifetime and only by him or her,
except that a participant may direct the Company in the enrollment form to
issue share certificates to the participant and his or her spouse in community
property, to the participant jointly with one or more other persons with right
of survivorship, or to certain forms of trusts approved by the Administrator.

13.      Administrative Assistance

         If the Administrator in its discretion so elects, it may retain a
brokerage firm, bank, or other financial institution to assist in the purchase
of shares, delivery of reports, or other administrative aspects of the Plan. If
the Administrator so elects, each participant shall be deemed upon enrollment
in the Plan to have authorized the establishment of an account on his or her
behalf at such institution. Shares purchased by a participant under the Plan
shall be held in the account in the name in which the share certificate would
otherwise be issued pursuant to Section 13(b).

14.      Costs

         All costs and expenses incurred in administering the Plan shall be
paid by the Company, except that any stamp duties or transfer taxes applicable
to participation in the Plan may be charged to the account of such participant
by the Company. Any brokerage fees for the purchase of shares by a participant
shall be paid by the Company, but brokerage fees for the resale of shares by a
participant shall be borne by the participant.

15.      Equal Rights and Privileges

         All eligible employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an 'employee stock purchase
plan' within the meaning of Section 423 of the Code and the related Treasury
Regulations. Any provision of the Plan which is inconsistent with Section 423
of the Code shall without further act or amendment by the Company or the Board
be reformed to comply with the requirements of Section 423. This Section 16
shall take precedence over all other provisions of the Plan.





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16.      Applicable Law

         The Plan shall be governed by the substantive laws (excluding the
conflict of laws rules) of the State of Delaware.

17.      Modification and Termination

         (a)     The Board may amend, alter, or terminate the Plan at any time,
including amendments to outstanding options. No amendment shall be effective
unless within 12 months after it is adopted by the Board, it is approved by the
holders of a majority of the votes cast at a duly held stockholders' meeting at
which a quorum of the voting power of the Company is represented in person or
by proxy, if such amendment would:

                 (i)      increase the number of shares reserved for purchase
under the Plan; or

 (ii)     require stockholder approval in order to comply with SEC Rule 16b-3.

         (b)     In the event the Plan is terminated, the Board may elect to
terminate all outstanding options either immediately or upon completion of the
purchase of shares on the next Purchase Date, or may elect to permit options to
expire in accordance with their terms (and participation to continue through
such expiration dates). If the options are terminated prior to expiration, all
funds contributed to the Plan that have not been used to purchase shares shall
be returned to the participants as soon as administratively feasible.

         (c)     In the event of the sale of all or substantially all of the
assets of the Company or the Company, or the merger of the Company or the
Company with or into another corporation, or the dissolution or liquidation of
the Company, a Purchase Date shall occur on the trading day immediately
preceding the date of such event, unless otherwise provided by the Board in its
sole discretion, including provision for the assumption or substitution of each
option under the Plan by the successor or surviving corporation, or a parent or
subsidiary thereof.

18.      Rights as an Employee

         Nothing in the Plan shall be construed to give any person the right to
remain in the employ of the Company or to affect the Company's right to
terminate the employment of any person at any time with or without cause.

19.      Rights as a Stockholder; Delivery of Certificates

         Unless otherwise determined by the Board, certificates evidencing
shares purchased on any Purchase Date shall be delivered to participants as
soon as administratively feasible. Participants shall be treated as the owners
of their shares effective as of the Purchase Date.





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