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                                                                     10(l)(xxii)

                    LCI INTERNATIONAL, INC. AND SUBSIDIARIES
                     EXECUTIVE INCENTIVE COMPENSATION PLAN



PURPOSE OF THE PLAN

The Corporate Incentive Compensation Plan has been established to support LCI's
objective of being a leader in the telecommunications industry, and a Company
that stresses high quality products and services, superior customer service,
and a good return on its shareholder's investment.  The Plan provides quarterly
incentive awards to Executive Officers of the Company, contingent upon the
financial performance of the Company, to motivate individual and corporate
performance that will inure to the benefit of LCI's shareholders.

The Plan, as it applies to the Chief Executive Officer ("CEO"), is intended to
comply with Section 162(m) of the Internal Revenue Code.  Any Plan provision
which is determined to be in conflict with this Code section shall be null and
void.


PLAN ADMINISTRATION

The Executive Incentive Compensation Plan is administered by the Compensation
Committee of the Board of Directors.  The Committee establishes the performance
goals which must be met before awards are payable under this Plan,  administers
the Plan in accordance with terms and conditions of the Plan, and certifies
prior to payment of any awards that the performance goals for which awards are
payable were, in fact, met.


EFFECTIVE DATE

The fiscal quarters to which this Plan applies are the three month periods
ending March 31, June 30, September 30, and December 31.


ELIGIBILITY

The Chairman and CEO, the President and Chief Operating Officer, the Senior
Vice President and Chief Financial Officer, the Senior Vice President of Sales,
and executives in comparable positions with LCI International, Inc. are
eligible to participate in the Executive Incentive Compensation Plan.

To be eligible to receive an incentive award during any given fiscal quarter, a
participant must be in an eligible position during that fiscal quarter and
remain in an eligible position until the date the awards for that fiscal
quarter are paid.

Participants who assume an eligible position after the beginning of a fiscal
quarter will be eligible to participate in the Plan during that quarter.  Their
Individual Incentive Target will be pro-rated, however, to reflect the actual
number of days in that position during the quarter vs. the total number of
available work days in the quarter.

Participants who leave the Company, either on a voluntary or involuntary basis,
prior to the date awards are paid will cease to be eligible to participate in
the Plan on the effective date of their termination of employment.




                                      
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CALCULATION OF AWARDS

Each eligible participant is assigned an Individual Incentive Target for the
purpose of calculating awards under the Corporate Incentive Compensation Plan.
The targets are based on the participant's base compensation rate.  The
Individual Incentive Target represents the amount a participant would receive
as an award under the Plan for the quarter if all the Company financial
performance requirements are met.  The actual award amount may be higher or
lower than this amount depending on actual Company financial performance during
the quarter for which the award is calculated.  For the purposes of this Plan,
neither the Individual Incentive Target nor the base compensation rate of the
Chief Executive Officer may be increased after approval of this Plan by the
Compensation Committee.

Company financial performance is measured by comparing actual financial results
for a given quarter against the financial performance goals established by the
Compensation Committee prior to the beginning of that fiscal quarter.  Such
goals shall not change, as this Plan applies to the CEO. The specific financial
elements used in this comparison are: Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA); Revenue Growth;  Sales, General and
Administrative Expense Controls (SG&A); and Earnings Per Share (EPS).  EBITDA
accounts for 40% of overall Company performance, Revenue Growth accounts for
20%, SG&A controls account for 20%, and EPS accounts for the remaining 20%.
The Compensation Committee authorizes the payment of incentive awards following
the end of each quarter, and certifies that the performance targets for which
incentives are payable have been met.

The Compensation Committee shall have the discretion to adjust the performance
goals in the event of an acquisition, disposition, corporate restructuring,
recapitalization, or other unusual event experienced by the Company.  In no
event, however, may such adjustments increase the amount of compensation
payable that would otherwise be due upon attainment of the goal.

The award level based on Company financial performance may range from 0% to
200% depending on actual results.  For participants other than the CEO, after
the award level is calculated, the Compensation Committee and the CEO
subjectively evaluate such participant's contribution to the Company's
performance and the award may be adjusted upward or downward as a result
provided however, in no event shall  a participant's award be more than 200% of
the applicable incentive target.  The Compensation Committee reserves the right
to reduce the level of incentives payable for all participants, at their sole
discretion.


AWARD PAYMENTS

Awards shall be paid as soon as practicable following the end of the fiscal
quarter for which awards are payable.


OTHER INFORMATION

The establishment of the Corporate Incentive Compensation Plan, the payment of
any award, or any action of the Compensation Committee in connection with the
Plan shall not be held or construed to confer upon any participant any legal
right to be continued in the employ of the Company.

Any decision made or action taken by the Compensation Committee in connection
with the construction, administration, interpretation and effect of the Plan
shall be within the absolute discretion of the Compensation Committee and shall
be conclusive and binding upon all persons.

This Plan may be terminated, suspended, withdrawn, amended or modified in whole
or in part at any time.

No member of the Board of Directors or Compensation Committee shall be liable
for any act or action hereunder, whether of commission or omission, taken by
any other member, officer, agent or participant, except in circumstances
involving bad faith, for anything done or omitted to be done, by
himself/herself.





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