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Termination Agreement - MCI WorldCom Inc. and Timothy F. Price

February 29, 2000

Mr. Dennis Sickle
MCI WorldCom
1515 South Federal Highway, #400
Boca Raton, FL 33432

Dear Dennis:

This will confirm our agreement regarding my continued employment and the
termination thereof as follows:

1.    Term of Employment

      Effective December 31, 1999, I ceased to be an executive officer or a
      director of MCI WORLDCOM, Inc. or any of its subsidiaries but remained an
      employee of the company until February 29, 2000.

2.    Severance Benefits

      From March 1, 2000 until August 31, 2000, I will receive severance
      payments aggregating $300,000 (less applicable withholdings and
      deductions), to be paid in accordance with the company's customary payroll
      practice. In addition, on or promptly after August 31, 2000, I will
      receive a lump-sum severance payment in the amount of $300,000 (less
      applicable withholdings and deductions). The foregoing severance payments
      are subject to forfeiture for cause, as defined below.

      I will be entitled to any other rights, compensation (excluding severance
      payments), and/or benefits as may be due to me in accordance with the
      provisions of any benefit plans or programs of the company.

      For purposes of this agreement, 'cause' shall mean a breach of a material
      provision of this agreement (including the appendices hereto) by me, which
      is not cured within 30 days after receipt of notice from the company,
      which specifies the manner in which the company believes I have breached
      this agreement.

3.    Stock Options, Incentive Compensation, and Other Awards

      On February 29, 2000, all unvested stock options held by me as of such
      date and identified in Schedule A attached hereto, shall automatically
      vest and become fully exercisable. Such stock options and any additional
      stock options held by me that are vested as of the date hereof shall
      remain exercisable until February 28, 2001. In addition, all unvested
      stock units held by me as of the date of this letter and identified in
      Schedule B shall automatically vest and be paid on or promptly after
      February 29, 2000. The amount of deferred compensation to which I am
      entitled shall be determined as of February 29, 2000 and be paid promptly
      thereafter. Except as otherwise provided herein, the terms and conditions
      of such options and awards shall continue to be governed by the underlying
      agreements and plans. The company shall take all corporate action
      necessary to effectuate the foregoing.

4.    Certain Benefits

      I will continue to receive medical, dental, and life insurance coverage
      for me and my eligible dependents on the same basis as is in effect on the
      date of this agreement, subject to changes of general applicability for
      senior executive officers, until the earlier of (a) December 31, 2000, or
      (b) the commencement of coverage with a subsequent employer. At the
      termination of my employment with the company, my dependents and I will be
      eligible for continued coverage under COBRA, if applicable.

      During the term of my continued employment by the company, the company
      shall reimburse me for any reasonable business expenses incurred by me in
      accordance with the company's policies for senior executive officers.

5.    Release and Covenant Not To Sue

      As part of this agreement, the company and I have executed the mutual
      release and covenant not to sue attached as Appendix A. At the company's
      option, upon satisfaction of the company's obligations hereunder, we will
      execute another release and covenant not to sue, in a mutually
      satisfactory form.

6.    Directors and Officers Insurance

      For six (6) years following the date of my termination as an officer
      and/or director of the company, the company will cover me by such officers
      and directors insurance coverage on substantially the same terms and
      levels that it provides to its senior executive officers, at the company's
      sole cost. In addition, the company shall indemnify and hold me harmless
      to the fullest extent provided by its Articles of Incorporation and Bylaws
      as they exist on the date hereof with regards to actions or inactions in
      relation to my duties performed at the company on or before the date of
      this agreement.

7.    Non-Competition

      As part of this agreement, I have executed the covenant not to compete
      attached as Appendix B.


8.    Confidentiality

      I agree that I will continue to be bound by the terms of Paragraph 14(a)
      of the Employment Agreement, dated November 9, 1997, between me and MCI
      Communications Corporation and that the terms of this agreement will
      constitute Confidential Information for purposes of said Employment
      Agreement, except that I shall be permitted to discuss its contents with
      my accountant(s), my lawyer(s), and members of my immediate family on a
      need-to-know basis, whom I shall ask to keep the terms confidential.

9.    Cooperation after Termination

      I will cooperate with the company as reasonably necessary and upon
      receiving reasonable notice, provided that such cooperation shall not
      unreasonably interfere with, or be prohibited by my other activities or
      pursuits. After February 29, 2000, the company will pay me reasonable
      compensation and reimbursement for expenses, such as travel, incurred in
      connection with such assistance.

10.   Return and Protection of Information and Property

      At or prior to the time of my termination, I will return any company
      property in my possession, including business, financial, customer, or
      similar materials.

11.   Assignment

      This agreement inures to the benefit of and is binding upon, me, including
      my executors, descendants, ancestors, dependents, administrators,
      successors, heirs, and assigns, and upon MCI WorldCom, including its
      affiliates, assigns, predecessors, successors, agents, officers,
      directors, shareholders, and employees.

12.   Entire Agreement

      Other than Section 14(a) of the Employment Agreement and the various stock
      option agreements between me and the employer, this agreement constitutes
      the entire agreement, arrangement and understanding between me and the
      company with respect to its subject matter; it may not be modified or
      canceled in any manner except by a writing signed by both me and the
      company.  Except as otherwise provided in, or modified by, this agreement
      including, without limitation, Section 3 (relating to stock options and
      stock units), this agreement supersedes any prior or contemporaneous
      agreement, arrangement or understanding on this subject matter.

13.   Disputes

      Any contest or dispute that may arise between the parties with respect to
      this agreement shall be submitted to final and binding arbitration in
      accordance with the rules and procedures of the Employment Dispute
      Resolution Rules of the American Arbitration Association. This agreement
      shall be governed and enforced in accordance with the laws of the state of
      New York.


As always, I appreciate your constructive and professional approach to working
through this.

Best regards,

/s/ Timothy F. Price
Timothy F. Price


                             Understood and Agreed,

                             /s/ Dennis Sickle
                             Dennis Sickle


Appendix A         Release and Covenant Not to Sue

MCI WORLDCOM, Inc., including its affiliates, assigns, predecessors and
successors (the 'Company') and I, including my executors, descendants,
ancestors, dependents, administrators, successors, heirs, and assigns, hereby
release any and all claims they may have against one another, (including, but
not limited to, claims by me for discrimination under Title VII of the Civil
Rights Act (as amended), the Age Discrimination in Employment Act, or other
state, federal or local law), arising out of or relating to my employment by the
Company or termination of such employment except for any claims for
indemnification that I may have as a former officer and/or director of the
Company and except for any claims of the Company related to or arising out of
(i) material acts or omissions of deliberate or intentional malfeasance
involving self-dealing on my part, or (ii) claims made by third parties.  I have
had at least 21 days to consider this agreement, have been advised that I have
had an opportunity to consult with an attorney, and have been advised of my
right to revoke this agreement, which would also revoke the letter agreement to
which this agreement is appended, prior to the eighth calendar day following the
execution of this agreement.

/s/ Timothy F. Price            3/06/00
--------------------            -------
Timothy F. Price                 Date

/s/ Dennis Sickle               3/07/00
-----------------               -------
For the Company                  Date


Appendix B      Covenant Not to Compete

For the period ending August 31, 2000, I agree that I will not do any of the
following anywhere in the world:  (a)  accept employment from, carry on, or be
engaged in, any business which is in direct competition with the business of the
company or its affiliates, (b) solicit for employment, or employ, without the
written permission of the company, any person who is an employee or contractor
for the company or its affiliates, or who has been an employee or contractor for
the company or its affiliates within one year of the date of this agreement; (c)
solicit, influence, or attempt to influence, any actual or prospective customer
or provider, with regard to the actual or prospective customer's or provider's
relationship with the company or its affiliates (nb. for the purpose of this
section, 'prospective' means under negotiation with the company or its
affiliates).  Under no circumstances shall my membership or service on the board
of directors of a company as approved by the President and CEO of MCI WorldCom
be precluded by this covenant nor shall actions in which I am not involved by
such company be attributed to me for purposes hereof.

It is agreed that any breach or threatened breach of any of the provisions of
this covenant will result in immediate and irreparable injury to the company
and/or its affiliates and will entitle them to obtain an injunction, restraining
order, and/or specific performance as well as to seek other legal or equitable
remedies to which they may be entitled including, but not limited to, money

It is the intention of the parties that the provisions of this covenant shall be
enforced by the courts of each state and jurisdiction in which enforcement is
sought to the fullest extent permissible under the law and public policy.
Accordingly, if any part of this covenant shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, whether in its entirety or
as modified as to duration, territory or otherwise, then such part shall be
deemed deleted or amended, as the case may be, with respect to the state or
jurisdiction involved in order to render the remainder hereof valid and
enforceable.  The invalidity or unenforceability of any particular provision of
this covenant  shall not affect the other provisions hereof.

/s/ Timothy F. Price          03/06/00
--------------------          --------
Timothy F. Price                Date

/s/ Dennis Sickle             03/07/00
-----------------             --------
For the Company                 Date


                                                                      Schedule A

                              VESTED STOCK OPTIONS

  Any previously unvested options included in the following table shall vest as
of February 29, 2000, with the total number of vested option shares being as
indicated in the table:

                                                   Total Number 
               Grant Date                            of Shares
               ----------                          ------------ 
                12/7/94                                 12,688
                1/31/95                                 72,955
                1/30/96                                143,764
                 2/5/97                                107,287
                 2/4/98                                107,287
                8/31/98                                252,000

  There will be no further vesting of options under the August 31, 1998 grant.

                                                                      Schedule B
                          ADDITIONAL ISU AWARD VESTING

  The following additional ISUs shall vest as of February 29, 2000 under the
specified ISU awards:

                     Award Date               ISUs to Vest
                     ----------               ------------
                       2/4/98                    6,011
                      8/31/98                   13,727
                                        Total:  19,738*

* Subject to reduction for tax withholding, estimated to be 7,294 ISUs,
resulting in an estimated 12,444 net shares to be issued.

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