Incentive Stock Plan - WorldCom Inc., MFS Communications Corp. and UUNET Technologies Inc.


                    WORLDCOM/MFS/UUNET INCENTIVE STOCK PLAN

                 (AMENDED AND RESTATED AS OF DECEMBER 31, 1996)



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 OF THE PLAN.

       The purposes of this Plan are to attract and retain the best available
personnel, to provide additional incentives to the Employees of the Company and
to promote the success of the Company's business.

       Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options, at the discretion of the Committee and as reflected
in the terms of the written option agreement.  The Committee also has the
discretion to grant Stock Purchase Rights.

2.     DEFINITIONS.

       As used herein, the following definitions shall apply:

       (a)    'Board' shall mean the Board of Directors of the Company.

       (b)    'Code' shall mean the Internal Revenue Code of 1986, as amended.

       (c)    'Committee' shall mean the Committee appointed by the Board in
accordance with Section 4(a) of the Plan.

       (d)    'Common Stock' shall mean the Common Stock of the Company, par
value $0.01 per share.

       (e)    'Company' shall mean WorldCom, Inc., a Georgia corporation, or
any successor thereto.

       (f)     'Consultant' shall mean any person who is engaged by the
Company or any Parent or Subsidiary to render consulting services and is
compensated for such consulting services, and any director of the Company
whether compensated for such services or not; provided that if an in the event
the Company registers any class of any equity security pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), the
term Consultant shall thereafter not include directors who are not compensated
for their services or are paid only a director's fee by the Company.

       (g)     'Continuous Status as an Employee or Consultant' shall mean
the absence of any interruption or termination of service as an Employee or
Consultant, as applicable. Continuous Status as an Employee or Consultant

shall not be considered interrupted in the case of sick leave, military leave,
or any other leave of absence approved by the Committee; provided that such
leave is for a period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.

       (h)     'Employee' shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute 'employment 'by the Company.

       (i)     'Executive Officer' shall have the meaning set forth in Rule
3b-7 (or any successor rule) under the Exchange Act.

       (j)     'Incentive Stock Option' shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

       (k)     '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.

       (k)     'Nonstatutory Stock Option' shall mean an Option not intended
to qualify as an Incentive Stock Option.

       (l)     'Option' shall mean a stock option granted pursuant to the
Plan.

       (m)     'Optioned Stock' shall mean the Common Stock subject to an
Option.

       (n)     'Optionee' shall mean an Employee or Consultant who receives
an Option.

       (o)     'Parent'  shall mean a 'parent corporation,' whether now or
hereafter existing, as defined in Section 424(e).

       (p)     'Plan' shall mean this WorldCom/MFS/UUNET Incentive Stock
Plan, as amended from time to time.

       (q)     'Purchaser' shall mean an Employee or Consultant who exercises
a Stock Purchase Right.

       (r)     'Share' shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

       (s)     'Stock Purchase Right' shall mean a right to purchase Common
Stock pursuant to the Plan or the right to receive a bonus of Common Stock for
past services.

       (t)     'Subsidiary' shall mean a 'subsidiary corporate,' whether now
or hereafter existing, as defined in Section 424 (f) of the Code.

3.     STOCK SUBJECT TO THE PLAN.

       Subject to the provisions of Section 11 of the Plan, the maximum
aggregate number of shares under the Plan is 7,743,750 shares of Common Stock.
The Shares may be authorized, but unissued, or reacquired Common Stock.

       If an Option or Stock Purchase Right should expire or become
unexercisable for any reason without having been exercised in full, then the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant or sale under the Plan.
Notwithstanding any other provision of the Plan,





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shares issued under the Plan and later repurchased by the Company shall not
become available for future grant or sale under the Plan.

4.     ADMINISTRATION OF THE PLAN.

       (a)    Procedure.  The Plan shall be administered by a Committee
appointed by the Board consisting of not fewer than two members of the Board
who are 'outside' directors within the meaning of Section 162(m) (or any
successor section) of the Code to administer the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe.  Once
appointed, the Committee shall continue to serve until otherwise directed by
the Board.  Members of the Board who are either eligible for Options and/or
Stock Purchase Rights or have been granted Options and/or Stock Purchase Rights
may vote on any matters affecting the administration of the Plan or the grant
of any Options and/or Stock Purchase Rights pursuant to the Plan, except that
no such member shall act upon the granting of an Option and/or Stock Purchase
Right to such member.  Notwithstanding the foregoing, if and in any event the
Company registers any class of any equity security pursuant to Section 12 of
the Exchange Act, from the effective date of such registration this Plan shall
be administered in accordance with the disinterested administration
requirements of Rule 16b-3 promulgated by the Securities and Exchange
Commission (such rule, including any successor rule, shall be referred to as
'Rule 16b-3'), or any successor rule thereto.  Subject to the foregoing, from
time to time Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefore, and fill vacancies however caused.

       (b)    Powers of the Committee.  Subject to the provisions of the
Plan, the Committee shall have the authority, in its discretion: (i) to grant
Incentive Stock Options.  Nonstatutory Stock Options or Stock Purchase Rights;
(ii) to determine, upon review of relevant information and in accordance with
Section 7 of the Plan, the fair market value of the Common Stock; (iii) to
determine the exercise price per share of Options or Stock Purchase Rights, to
be granted, which exercise price shall be determined in accordance with Section
7 of the Plan; (iv) to determine the Employees or Consultants to whom, and the
time or times at which, Options or Stock Purchase Rights shall be granted and
the number of shares to be represented by each Option or Stock Purchase Right;
provided, that no Executive Officer of the Company shall be granted Options or
Stock Purchase Rights for more than an aggregate of 1,500,000 shares under the
Plan; (v) to interpret the Plan; (vi) to prescribe, amend and rescind rules and
regulations relating to the Plan; (vii) to determine the terms and provisions
of each Option and Stock Purchase Right granted (which need not be identical)
and, with the consent of the holder thereof, modify or amend any provisions
(including provisions relating to exercise price) of any Option or Stock
Purchase Right; (viii) to accelerate or defer (with the consent of the
Optionee) the exercise date of any Option, consistent with the provisions of
Section 5 of the Plan; (ix) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option or Stock
Purchase Right previously granted by the Committee; and (x) to make all other
determinations deemed necessary or advisable for the administration of the
Plan.

       (c)     Effect of Committee's Decision.  All decisions, determinations
and interpretations of the Committee shall be final and binding on all
Optionees, Purchasers and any other holders of any Options or Stock Purchase
Rights granted under the Plan.

5.     ELIGIBILITY.

       (a)     Options and Stock Purchase Rights.  Options and Stock Purchase
Rights may be granted to Employees and Consultants, provided that Incentive
Stock Options may only be granted to Employees.  An Employee or Consultant who
has been granted an Option or Stock Purchase Right may, if such Employee or
Consultant is otherwise eligible, be granted additional Option(s) or Stock
Purchase Rights(s).

       (b)     Incentive Stock Option or Nonstatutory Stock Option.  Each
Option shall be designated in the written option agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option.  However,
notwithstanding such designations, to the extent that the aggregate fair market
value of the Shares with respect to which Options designated





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as Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans for the Company) exceeds $100,000,
such Options shall be treated as Nonstatutory Stock Options.

       (c)     Section  5 (b).  For purposes of Section 5(b), Options shall
be taken into account in the order in which they were granted, and the fair
market value of the Shares shall be determined as of the time the Option with
respect to such Shares is granted.

       (d)     Employment Relationship.  The Plan shall not confer upon any
Optionee or holder of a Stock Purchase Right any right with respect to
continuation of employment by or the rendition of consulting services to the
Company, no shall it interfere in any way with his or her right or the
Company's right to terminate his or her employment or services at any time,
with or without cause.

6.     TERM OF PLAN.

       The Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by vote of the holders of the majority of
the outstanding shares of the Company entitled to vote on the adoption of the
Plan.  It shall continue to effect for a term of ten (10) years unless sooner
terminated under Section 13 of the Plan.

7.     EXERCISE PRICE AND CONSIDERATION.

       (a)     The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option or Stock Purchase Right shall be such price
as is determined by the Committee, but shall be subject to the following:

               (i)      In the case of an Incentive Stock Option:

                        (A)     granted to an Employee who, at the time of
the grant of such Incentive Stock Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110%
of the fair market value per Share on the date of grant.

                        (B)     granted to any Employee, the per Share
exercise price shall be no less than 100% of the fair market value per Share on
the date of grant.

               (ii)     In the case of a Nonstatutory Stock Option or a Stock
Purchase Right:

                        (A)     granted to a person who, at the time of the
grant of such Option, owns stock representing more than ten (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
per Share exercise price shall be no less than 110% of the fair market value
per Share on the date of the grant.

                        (B)     granted to any person, the per  Share
exercise price shall be no less than 85% of the fair market value per Share on
the date of grant; provided, that if granted to an Executive Officer, the
exercise price shall be no less than 100% of the fair market value per Share on
the date of grant.

       (b)     For purposes of the Plan, the value of Common Stock of the
Company shall be determined as follows:

               (1)      If the stock of the Company is listed on any
established stock exchange or a national market system, including without
limitation of the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation System, its fair market value
shall be the closing sales price  for such stock or the closing bid if no sales
were reported, as quoted on such system  or exchange (or the largest such
exchange) for the date the





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value is to be determined (or if there are no sales for such date, then for the
last preceding business day on which there were sales), as reported in the Wall
Street Journal or similar publication.

               (ii)     If the stock of the Company is regularly quoted by a
recognized securities dealer but selling prices are not reported, its fair
market value shall be the mean between the high bid and low asked prices for
the stock on the date value is to be determined (or if there are no quoted
prices for the date of grant, then for the last preceding business day on which
there were quoted prices).

               (iii)    In the absence of an established market for the
stock, the fair market value thereof shall be determined in  good faith by the
Committee, with reference to the Company's net worth, prospective earning
power, dividend-paying capacity, and  other relevant factors, including the
goodwill of  the Company, the economic outlook in the Company's industry, the
Company's  position in the industry and its management, and the values of stock
of other corporations in the same or a similar line of business.

       (c)     The consideration to be paid for the Shares to be issued upon
exercise of an Option or Stock Purchase Right, including the method of payment,
shall be determined by the Committee and may consist entirely of cash, check,
promissory note, other Shares of Common Stock which (i) either have been owned
by the Optionee for more than six (6) months on the date of surrender or were
not acquired directly or indirectly, from the Company, and (ii) have a fair
market value on the date of surrender equal to the aggregate exercise price of
the Shares as to which said Option shall be exercised, or any combination of
such methods of payment, or such other consideration and method of payment for
the issuance of Shares to the extent permitted under applicable law.

8.     OPTIONS.

       (a)     Term of Option.  The term of each Option shall be ten (10)
years from the date of grant thereof or such shorter term as may be provided in
the Incentive Stock Option Agreement.  However, in the case of an Option
granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant thereof or such shorter time as may be
provided in the Stock Option Agreement.

       (b)     Exercise of Option.

               (i)      Procedure for Exercise; Rights as a Stockholder.  Any
option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Committee, including performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan.

                        (A)     An Option may not be exercised for a fraction
of a Share.

                        (B)     An Option shall be deemed to be exercised
when written notice of such exercise has been given  to the Company in
accordance with the terms of the Option by the person entitled to exercise the
Option and full payment for the Shares with respect to which the Option is
exercised has been received by the Company.  Full payment may, as authorized by
the Committee, consist of any consideration and method of payment allowable
under Section 7 of the Plan.  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding  the exercise of the
Option.  The Company shall issue (or cause to be issued) such stock certificate
promptly upon exercise of the Option.  In the event that the exercise of an
Option is treated in part as the exercise of an Incentive Stock Option and in
part as the exercise of a Nonstatutory Stock Option pursuant to Section 5(b),
the Company shall issue a separate stock certificate evidencing the Shares
treated as acquired upon exercise of an Incentive Stock Option and a separate
stock certificate evidencing the Shares treated as acquired upon exercise of a
Nonstatutory Stock Option and shall identify each such certificate accordingly
in its stock transfer records.  No adjustment will be made for a dividend





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or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the Plan.

                        (C)     Exercise of an Option in any manner shall
result in a decrease in the number of Shares which thereafter may be available,
both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.

               (ii)     Termination of Status as an Employee or Consultant.
In the event of termination of an Optionee's Continuous Status as an Employee
or Consultant (as the case may be), such Optionee may, but only within thirty
(30) days (or such other period of time not exceeding three (3) months in the
case of an Incentive Stock Option of six (6) months in the case of a
Nonstatutory Stock Option, as is determined by the Committee, with such
determination in the case of an Incentive Stock Option being made at the time
of grant of the Option) after the date of such termination (but in no event
later than the date of expiration of the term of such Option as set forth in
the Option Agreement) exercise the Option to the extent that such Employee or
Consultant was entitled to exercise it at the date of such termination.  To the
extent that such Employee or Consultant was not entitled to exercise the Option
at the date of such termination, or if such Employee or Consultant does not
exercise such Option (which such Employee or Consultant was entitled to
exercise) within the time specified herein, the Option shall terminate.

               (iii)    Disability of Optionee.  Notwithstanding the
provisions of Section 8(b) (ii) above, in the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a result of such
Employee's or Consultant's total and permanent disability (as defined in
Section 22(e)(3) of the Code), such Employee or Consultant may, but only within
six (6) months (or such other period of time not exceeding twelve (12) months
as is determined by the Committee, with such determination in the case of an
Incentive Stock Option being made at the time of grant of the Option) from the
date of such termination (but in no event later than the date of expiration of
the term of such Option as set forth in the Option Agreement), exercise the
Option to the extent such Employee or Consultant was entitled to exercise it at
the date of such termination. To the extent that such Employee or Consultant
was not entitled to exercise the Option at the date of termination, or if such
Employee or Consultant does not exercise such Option (which such Employee or
Consultant was entitled to exercise) within the time specified herein, the
Option shall terminate.

               (iv)     Death of Optionee.  In the event of the death of an
Optionee:

                        (A)     during the term of the Option who is at the
time of his or her death an Employee or Consultant of the Company and who shall
have been in Continuous Status as an Employee or Consultant since the date of
grant of the Option, the Option may be exercised, at any time within six (6)
months (but  in no event later than the date o of expiration of the term of
such Option as set forth in the Option Agreement), by Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent of the right  to exercise that would have accrued had
the Optionee continued living and remained in Continuous Status as an Employee
or Consultant six (6) months (or such other period of time as is determined by
the Committee at the time of grant of the Option) after the date of death; or

                        (B)     within thirty (30) days (or such other period
of time not exceeding three (3) months as is determined by the Committee, with
such determination in the case of an Incentive Stock Option being made at the
time of grant of the Option) after the termination of Continuous Status as an
Employee or Consultant, the Option may be exercised, at any time within six (6)
months (or such other period of time as is determined by the Committee at the
time of grant of the Option) following the date of death (but in no event later
than the date of expiration of the term of such Option as set forth in the
Option Agreement), by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
of the right to exercise that had accrued at the date of termination.





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9.     STOCK PURCHASE RIGHTS.

       (a)     Rights to Purchase.  After the Committee determines that it
will offer an Employee or Consultant  a Stock Purchase Right, it shall deliver
to the offeree a stock purchase agreement or stock bonus agreement, as the case
may be, setting forth the terms, conditions and restrictions relating to the
offer, including the number of Shares which such person shall be entitled to
purchase, and the time within which such person must  accept such offer, which
shall in no event exceed six (6) months from the date upon which the Committee
made the determination to grant the Stock Purchase Right.  The offer shall be
accepted by execution of a stock purchase agreement or stock bonus agreement in
the form determined by the Committee.

       (b)     Issuance of Shares.  Forthwith after payment therefor, the
Shares purchased shall be duly issued; provided, however, that the Committee
may require that the Purchaser make adequate provision for any Federal and
State withholding obligations of the Company as a condition to the Purchaser
purchasing such Shares.

       (c)     Repurchase Option.  Unless the Committee determines otherwise,
the stock purchase agreement or stock bonus agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the Purchaser's employment with the Company for any reason (including death or
disability).  If the Committee so determines, the purchase price for shares
repurchased may be paid by cancellation of any indebtedness of the Purchaser to
the Company.  The repurchase option shall lapse at such rate as the Committee
may determine.

       (d)     Other Provisions.  The stock purchase agreement or stock bonus
agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Committee.

10.    NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.

       The Options and Stock Purchase Rights may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manor other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee or Purchaser, only by the Optionee or Purchaser.

11.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

       Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each outstanding Option and Stock
Purchase Right, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options or Stock
Purchase Rights have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option or Stock Purchase Right, or
repurchase of Shares from a Purchaser upon termination of employment, as well
as the price per share of Common Stock covered by each such outstanding Option
or Stock Purchase Right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock of the Company or the payment of a stock dividend with respect
to the Common Stock or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been 'effected without receipt of
consideration.'  Such adjustment shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.  Except
as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option or Stock
Purchase Right.

       In the event of the proposed dissolution or liquidation of the
Company, the Option will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Committee.  The
Committee may, in the exercise of its sole discretion in such instances,
declare that any Option shall terminate as of  a date fixed by the Committee
and give each Optionee the right to exercise his or her Option as to all or any
part of the Optioned Stock,





                                      -7-

including Shares as to which the Option would not otherwise be exercisable.  In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
or, in the sole discretion of the Committee, the Committee shall, in lieu of
such assumption or substitution, provide for the Optionee to have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to
which the Option would not otherwise be exercisable.  If the Committee makes an
Option fully exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Committee shall notify the Optionee that the
Option shall be fully exercisable for a period of thirty (30) days from the
date of such notice, and the Option will terminate upon the expiration of such
period.

12.    TIME OF GRANTING OPTIONS.

       The date of grant of an Option or Stock Purchase Right shall, for all
purposes, be the date on which the Committee makes the determination granting
such Option or Stock Purchase Right.  Notice of the determination shall be
given to each Employee or Consultant to whom an Option or Stock Purchase Right
is so granted within a reasonable time after the date of such grant.

13.    AMENDMENT AND TERMINATION OF THE PLAN.

       (a)     Amendment and Termination.  The Committee may amend or
terminate the Plan from time to time in such respects as the Committee may deem
advisable.  No amendment, alteration, suspension or discontinuance shall
require stockholder approval unless (i) stockholder approval is required to
preserve incentive stock option treatment for federal income tax purposes, (ii)
from and after such time as the Company registers a class or equity securities
under Section 12 of the Exchange Act, stockholder approval shall be required to
meet the exemptions provided by Rule 16b-3, or any successor rule thereto, or
(iii) the Committee otherwise concludes that stockholder approval is advisable.

       (b)     Effect of Amendment or Termination.  Any such amendment or
termination of the Plan shall not affect Options or Stock Purchase Rights
already granted and such Options or Stock Purchase Rights shall remain in full
force and effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee or Purchaser (as the case may
be) and the Committee, which agreement must be in writing and signed by the
Optionee or Purchaser (as the case may be) and the Company.

14.    CONDITIONS UPON ISSUANCE OF SHARES.

       Shares shall not be issued pursuant to the exercise of an Option or
Stock Purchase Rights unless the exercise of such Option or Stock Purchase
Rights and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

       As a condition to the exercise of an Option or Stock Purchase Rights,
the Company may require the person exercising such Option or Stock Purchase
Rights to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.

15.    RESERVATION OF SHARES.

       The Company, during the term of this Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.





                                      -8-

       The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

16.    OPTION, STOCK PURCHASE AND STOCK BONUS AGREEMENT.

         Options shall be evidenced by written option agreements in such form
as the Committee shall approve.  Upon the exercise of Stock Purchase Rights,
the Purchaser shall sign and stock purchase agreement or stock bonus agreement
in such form as the Committee shall approve.

17.    INFORMATION TO OPTIONEES AND PURCHASERS.

       The Company shall make available to each Optionee and Purchaser,
during the period for which such Optionee or Purchaser has one or more Options
or Stock Purchase Rights outstanding, copies of all annual reports and other
information which are provided to all stockholders of the Company.  The Company
shall be required to provide such information if the issuance of Options or
Stock Purchase Rights under the Plan is limited to key employees whose duties
in connection with the Company assure their access to equivalent information.










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