<PAGE>   1
                                                                   EXHIBIT 10.13




                 WORLDCOM/MFS 1995 DEFERRED STOCK PURCHASE 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 October 1, 1995.  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 and their Beneficiaries under the Plan before December 31, 1996
are preserved hereunder.  This amended and restated Plan incorporates changes
in the Plan due to this merger but retains provisions relating to the Original
Effective Date for historical purposes.  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 AND INTENT

         The purpose of this Plan is (i) to align employee and stockholder
long-term interests by creating a direct link between compensation and
stockholder return, (ii) to enable employees to develop and maintain a
substantial equity ownership position in the Company and (iii) to provide
incentives to such employees to contribute to the success of the business of
the Company.  The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934, as
amended from time to time, and shall be interpreted in a manner consistent with
the requirements thereof, as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

2.       DEFINITIONS

         As used in this Plan, the following words and phrases shall have the
meanings indicated:

         "Administrator" shall mean the Compensation Committee or its delegate
which administers the Plan in accordance with Article 9.

         "Amended Effective Date" shall mean December 31, 1996, the date of
this amended and restated WorldCom/MFS 1995 Deferred Stock Purchase Plan.

         "Base Salary" shall mean the base salary payable to a Participant by
the Company or a Subsidiary, plus overtime, shift premium and cost-of-living
adjustments.

         "Beneficiary" shall mean that person or persons designated by a
Participant to receive the Stock distributable from the Participant's Deferral
Account and Matching Account in the event of such Participant's death, in
accordance with Article 8.  Such designation shall be made on a form provided
by the Administrator.  A Participant may from time to time change his
designated Beneficiaries by filing a new designation in writing with the
Administrator.  A Participant may designate a Beneficiary, or change a prior
designation, only in accordance with the beneficiary designation procedures
applicable to the WorldCom/MFS Employee Stock Bonus Plan, as amended from time
to time.  The Company and the Administrator may rely conclusively upon the
Beneficiary designation last filed in accordance with the terms of the Plan.
If there is no surviving designated Beneficiary, the Beneficiary shall be
deemed to be the Participant's spouse or, if the Participant has no spouse, the
Participant's estate.
<PAGE>   2
         "Board" shall mean the Board of Directors of the Company.

         "Bonus" shall mean the annual bonus payable to a Participant by the
Company or a Subsidiary under any bonus plan or arrangement maintained by the
Company or a Subsidiary.

         "Bonus Deferral Agreement" shall mean an agreement entered into
between the Company (on behalf of itself and, in the case of any Participant
employed by a Subsidiary, on behalf of such Subsidiary) and a Participant to
defer from 1% to 10% (in whole number increments as indicated on such Bonus
Deferral Agreement) of such Participant's Bonus pursuant to Section 5(b).

         "Change in Control" shall mean, with respect to the Company, (i) the
acquisition by any person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act, other than any Permitted Holder (as
defined below), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of more than 50% of either (x) the then
outstanding shares of Stock or (y) the combined voting power of the Company's
then outstanding voting securities, (ii) approval by the stockholders of the
Company of a reorganization, merger or consolidation, in each case, with
respect to which persons who were the stockholders of the Company immediately
prior to such reorganization, merger or consolidation, do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities (other than a
transaction approved by shareholders of MFS at its 1995 annual meeting of
shareholders), or a liquidation or dissolution of the Company or the sale of
all or substantially all of the assets of the Company, or (iii) the replacement
of more than 50% of the members of the Board of the Company with persons who
were not nominated or otherwise designated by the remaining members of the
Board.  The term "Permitted Holder" shall mean (X) the Company or any of its
affiliates, (Y) Kiewit Diversified Group, Inc. ("KDG") or any of its affiliates
or (Z) any employee benefit plan of the Company, KDG or any of their
affiliates.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from 
time to time.

         "Commissions" shall mean commission income payable by the Company or a
Subsidiary to a Participant.

         "Commission Deferral Agreement" shall mean an agreement entered into
between the Company (on behalf of itself and, in the case of any Participant
employed by a Subsidiary, on behalf of such Subsidiary) and a Participant to
defer from 1% to 10% (in whole number increments as indicated on such
Commission Deferral Agreement) of such Participant's Commissions pursuant to
Section 5(b).

         "Compensation Committee" shall mean the Compensation Committee of the
Board.

         "Company" shall mean WorldCom, Inc., a Georgia corporation, or any
successor corporation.

         "Constructive Involuntary Termination" shall mean the voluntary
termination of a person's employment with the Company and all of its
Subsidiaries within 90 days following (i) a material reduction in his
compensation (including applicable fringe benefits), without his consent, (ii)
his demotion or the diminution in his position, authority, duties or
responsibilities, without cause and without his consent, or (iii) the
relocation of his principal place of employment, without his consent.

         "Deferral Account" shall mean the bookkeeping account established by
the Company for each Participant to reflect Stock Units credited to such
Participant which are attributable to his or her Deferral Contributions.

         "Deferral Contribution" shall mean a Participant's deferral of Base
Salary, Bonus or Commissions, which is translated into Stock Units and credited
to a Participant's Deferral Account in accordance with Section 6(a).



                                     -2-
<PAGE>   3
         "Disability" means long-term disability as determined by the United
States Social Security Administration.

         "Employee" shall mean any common-law employee of the Company or a
Subsidiary who is regularly scheduled to work at least 30 hours per week.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "Fair Market Value" of a share of Stock on any given day shall mean:
(i) the closing price per share of Stock on the national securities exchange on
which such Stock is principally traded, on the next preceding date on which
there was a sale of Stock on such exchange, or (ii) if the Stock is not listed
or admitted to trading on any such exchange, the average of the highest
reported bid and lowest reported asked prices per share of Stock as reported by
the National Association of Securities Dealers Inc. Automated Quotation
("NASDAQ") system on the next preceding date on which such bid and asked prices
were reported, or (iii) if the Stock is not then listed on any securities
exchange or prices therefor are not then quoted in the NASDAQ system, the value
determined by the Compensation Committee in good faith.

         "Financial Hardship" means severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or a dependent, loss of the Participant's property due to casualty,
or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant.  The circumstances that
will constitute a Financial Hardship will depend upon the facts of each case
and will be determined by the Administrator in its sole discretion, but
distributions may not be made to the extent that such hardship is or may be
relieved (i) through reimbursement or compensation by insurance or otherwise or
(ii) by liquidation of the Participant's assets, to the extent the liquidation
of such assets would not itself cause severe financial hardship.

         "Matching Account" shall mean the bookkeeping account established by
the Company for each Participant to reflect Stock Units credited to each
Participant which are attributable to Matching Contributions.

         "Matching Contribution" shall mean Stock Units credited to a
Participant's Matching Account from time to time in accordance with Section
6(b).

         "Merger Agreement" shall mean 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.

         "MFS" shall mean MFS Communications Company, Inc., a Delaware
corporation, which is a Subsidiary of the Company pursuant to a merger with the
Company on December 31, 1996.

         "MFS Stock" shall mean the common stock of MFS, par value $0.01 per
share.

         "Original Effective Date" shall mean October 1, 1995, which is the
effective date of the former MFS Communications Company, Inc. 1995 Deferred
Stock Purchase Plan.

         "Participant" shall mean an Employee who has properly filed with the
Company a Salary Deferral Agreement, a Bonus Deferral Agreement or a Commission
Deferral Agreement pursuant to Article 5.

         "Pay Period" shall mean each payroll period of the Company or a
Subsidiary, as the case may be.

         "Plan" shall mean this WorldCom/MFS 1995 Deferred Stock Purchase Plan,
as amended from time to time.





                                      -3-
<PAGE>   4
         "Purchase Date" shall mean the date on which Base Salary, a Bonus or
Commissions to which any Salary, Bonus or Commission Deferral Agreement relates
otherwise would be paid.

         "Quarter" shall mean a calendar quarter during a Year.

         "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange Act,
including any successor to such rule.

         "Salary Deferral Agreement" shall mean an agreement entered into
between the Company (on behalf of itself and, in the case of any Participant
employed by a Subsidiary, on behalf of such Subsidiary) and a Participant to
defer from 1% to 10% (in whole number increments as indicated on such Salary
Deferral Agreement) of such Participant's Base Salary in accordance with
Section 5(a).

         "Section 16 Person" shall mean an Employee who is subject to the
reporting and "short-swing" profit recapture provisions of Section 16 of the
Exchange Act.

         "Stock" shall mean the common stock of the Company, par value $0.01
per share.

         "Stock Units" shall mean units credited to Deferral Accounts and
Matching Accounts, rounded to the nearest one one-hundredth of a share,
representing a Participant's right to receive one share of Stock for each such
whole unit upon satisfaction of the criteria set forth in the Plan.

         "Subsidiary" shall mean any subsidiary of the Company (whether or not
a subsidiary at the date the Plan is adopted) other than a subsidiary which is
designated by the Compensation Committee or Board as not eligible to
participate in the Plan.

         "Vesting Date" shall mean, with respect to Stock Units credited to a
Participant's Matching Account, the third anniversary of the last day of the
Quarter in which the Purchase Date relating to such Stock Units occurred.

         "Year" shall mean the calendar year.

3.       NO SHARES SUBJECT TO THE PLAN

         No shares of Stock shall be reserved for, or issued under, the Plan.
To the extent that shares of Stock are delivered to Participants pursuant to
the provisions of this Plan, such shares shall be issued under, and shall be
subject to the applicable terms and conditions of, the WorldCom/MFS 1993 Stock
Plan, as amended from time to time (the "1993 Plan").

4.       ELIGIBILITY

           (a)   On the Original Effective Date.  On the Original Effective
Date, eligibility to participate in the Plan shall be limited to those
Employees who (i) have completed a Quarter of continuous employment with the
Company or a Subsidiary prior to October 1, 1995 and (ii) with respect to
Employees hired prior to September 1, 1995, have not elected to waive
participation in MFS's ShareWorks program by September 8, 1995 or, with respect
to such Employees who have so waived, have not been otherwise designated by the
Compensation Committee (not later than the Original Effective Date) to be
eligible for the Plan.

          (b)    Following the Original Effective Date.  Following the Original
Effective Date, Employees not eligible on the Original Effective Date pursuant
to Section 4(a) shall first become eligible to participate in the Plan upon (i)
the completion of a Quarter of continuous employment with the Company or a
Subsidiary and (ii) with respect to those Employees hired prior to September 1,
1995 who elected to waive participation in MFS's





                                      -4-
<PAGE>   5
ShareWorks program by September 8, 1995, (X) six months following the last
grant of stock options to such Employees under the 1993 Plan or (Y) the
designation by the Compensation Committee of their eligibility for the Plan.

5.       PARTICIPATION

         (a)     Base Salary Deferrals.  An eligible Employee may participate
in the Plan with respect to deferrals of Base Salary by filing a Salary
Deferral Agreement with the Company.  Salary Deferral Agreements may be filed
prior to the time Employee first becomes eligible to participate in the Plan.
Except as provided in clause (i), (ii), (iii) or (iv) below, a Salary Deferral
Agreement shall be effective as of the first Pay Period beginning in the
Quarter following the Quarter in which it is filed with the Company.  A Salary
Deferral Agreement shall remain in effect for each remaining Quarter of the
Year for which it is so filed.  However, notwithstanding the above:

                 (i)      Except to the extent provided in clause (iv) below, a
Participant may amend or revoke a Salary Deferral Agreement by filing a new
Salary Deferral Agreement with the Company, or a revocation of the current
Salary Deferral Agreement on such form as shall be acceptable to the
Administrator, in either case to take effect in the first Pay Period of the
Quarter following the Quarter in which such document is filed with the Company.
A Participant who amends a Salary Deferral Agreement may subsequently further
amend such amended Salary Deferral Agreement in accordance with the preceding
sentence.  A Participant who revokes a Salary Deferral Agreement may
subsequently file a new Salary Deferral Agreement with the Company, to take
effect in the first Pay Period of the Quarter following the Quarter in which
such new Salary Deferral Agreement is filed with the Company.

                 (ii)     Notwithstanding clause (iv) below, an Employee who is
eligible to participate in the Plan on the Original Effective Date may file a
Salary Deferral Agreement with the Company no later than September 8, 1995,
such Salary Deferral Agreement to take effect for the first Pay Period
beginning on or after the Original Effective Date.

                 (iii)    Notwithstanding clause (iv) below, an Employee who
first becomes eligible to participate in the Plan following the Original
Effective Date may file a Salary Deferral Agreement with the Company no later
than 30 days following such initial eligibility, such Salary Deferral Agreement
to take effect for the first Pay Period beginning as soon as practicable after
being so filed, but only with respect to Base Salary earned during and
following such Pay Period.

                 (iv)     A Salary Deferral Agreement, an amendment to a Salary
Deferral Agreement or a revocation of a Salary Deferral Agreement must be filed
with the Company no later than 30 days prior to the end of the Quarter
preceding the Quarter in which it is first effective.  Any such document filed
later than that time, but otherwise in accordance with this Section 5(a), shall
take effect in the first Pay Period of the second Quarter following the date of
filing.

         (b)     Bonus/Commission Deferrals.  An eligible Employee may
participate in the Plan with respect to deferrals of Bonus and/or Commissions
by filing a Bonus Deferral Agreement and/or a Commission Deferral Agreement
with the Company.  Bonus Deferral Agreements and Commission Deferral Agreements
may be filed prior to the time an Employee first becomes eligible to
participate in the Plan.  A Bonus Deferral Agreement and a Commission Deferral
Agreement shall be effective as to any Bonus or Commission, as applicable,
payable during the Year following the Year in which it is so filed, and is
irrevocable.  However, notwithstanding the above:

                 (i)      An Employee who first becomes eligible to participate
in the Plan on the Original Effective Date may file an irrevocable Bonus
Deferral Agreement and/or Commission Deferral Agreement with the Company with
respect to Bonuses and Commissions attributable to the Year 1995 no later than
September 8, 1995, such Agreements to take effect as of October 1, 1995.





                                      -5-
<PAGE>   6
                 (ii)     An Employee who first becomes eligible to participate
in the Plan following the Original Effective Date may file an irrevocable Bonus
Deferral Agreement and/or Commission Deferral Agreement with the Company with
respect to Bonuses and Commissions attributable to the Year of such initial
eligibility no later than 30 days following such initial eligibility, such
Agreements to take effect as soon as practicable after being so filed.

                 (iii)    The Administrator reserves the right to reject any
such Bonus and/or Commission Deferral Agreement to the extent it determines
that the amount of the Bonus or Commission to which such Agreement relates is
earned or determinable at the time such Agreement otherwise would become
effective.  Further, any such Bonus and/or Commission Deferral Agreement shall
be effective only with respect to Commissions or Bonuses paid following the
time such Agreement becomes effective, and in the Year following the time such
Agreement is filed with the Company.

         (c)     Special Provisions Applicable to Section 16 Persons.  Any
Salary Deferral Agreement, Bonus Deferral Agreement or Commission Deferral
Agreement entered into by a Section 16 Person (or any subsequent amendment or
revocation thereof in the case of a Salary Deferral Agreement) shall become
effective at least six months after the date such Agreement (or amendment or
revocation, in the case of a Salary Deferral Agreement) is filed with the
Company; provided that the foregoing shall not apply to any such election which
otherwise would take effect prior to April 1, 1996.  Instead, with respect to
the participation in the Plan of any Section 16 Person prior to April 1, 1996:

                 (i)      If such Section 16 Person ceases participation in the
Plan, he or she may not participate again for at least six months following
such cessation.

                 (ii)     Any Stock distributed to the Section 16 Person from
the Plan may not be sold by such Section 16 Person until the later of (i) six
months following the effective date of the deferral to which such distributed
Stock relates or (ii) six months following the date of distribution; provided
that clause (ii) shall not apply in the event of (X) extraordinary
distributions of all of the Stock attributable to Stock Units credited to all
Participants' accounts under the Plan or (Y) distributions in connection with
death, retirement, disability, termination of employment, or a qualified
domestic relations order, as defined in the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.

                 This Section 5(c) shall be interpreted in a manner intended to
cause transactions under the Plan with respect to Section 16 Persons to comply
with Rule 16b-3 under the Exchange Act, and consequently to be exempt from the
"short-swing" profit recapture rules of Section 16(b) of the Exchange Act.  In
the case of any amendment to such Rule 16b-3 following the Original Effective
Date, or the receipt by the Company of an applicable No-Action Letter from the
Securities and Exchange Commission, this Section 5(c) shall be deemed amended
to the extent necessary to obtain such exemption, or comply with the conditions
of such No-Action Letter, with as little disruption as possible to the normal
operation of the Plan.

                 The above provisions of this Section 5(c) shall not apply to
any Section 16 Person who gives the Company written notice that he or she does
not wish them to so apply, which notice shall (i) acknowledge that some or all
of the Section 16 Person's transactions under the Plan will not be exempt under
Rule 16b-3 and (ii) be delivered prior to any action by such Section 16 Person
which contravenes the above provisions of this Section 5(c).

         (d)     Cessation of Participation.  A Participant ceases to be a
Participant on the date on which Stock attributable to all Stock Units credited
to his or her Deferral Account and Matching Account have been completely paid
out or forfeited in accordance with Article 8.  Notwithstanding any provision
of the Plan to the contrary, in the case of a Participant who ceases to be an
Employee, but continues to be a common-law employee of the Company or any
affiliate, for so long as he or she is not an Employee (i) such person shall
not have the right to elect to make deferrals of Salary, Bonus and/or
Commissions under the Plan, and (ii) any Salary, Bonus and/or





                                      -6-
<PAGE>   7
Commission Deferral Agreement in effect at the time such person ceases to be an
Employee shall become null and void and of no effect.

6.       CREDITING TO ACCOUNTS

         (a)     Deferral Accounts.  On each Purchase Date, the Company shall
credit each Participant's Deferral Account with a number of Stock Units equal
to (i) the amount of such Participant's deferral attributable to such Purchase
Date pursuant to his or her Salary, Bonus or Commission Deferral Agreement, as
applicable, divided by (ii) the Fair Market Value of a share of Stock as of
such Purchase Date.

         (b)     Matching Accounts.  On each Purchase Date, the Company shall
credit each Participant's Matching Account with that number of Stock Units
credited on such Purchase Date to the Participant's Deferral Account.

         (c)     Dividends.  No adjustment shall be made to Stock Units
credited to Deferral Accounts or Matching Accounts on account of cash dividends
paid on Stock.

         (d)     Effect of Payments.  The amount of Stock Units credited to a
Participant's Deferral Account and Matching Account shall be reduced by the
number of shares of Stock distributed to the Participant or his Beneficiary
(including any Stock Units cancelled by the Company in accordance with Section
8(g)) or, in the case of a Matching Account, forfeited in accordance with
Section 8(d).

         (e)     Effect of Certain Changes.  In the event of any extraordinary
dividend, share dividend, recapitalization, merger, consolidation, share split,
warrant or rights issuance, or combination or exchange of the Stock, or other
similar transactions, the number of Stock Units credited to each Participant's
Deferral Account and Matching Account shall be equitably adjusted by the
Administrator (which for this purpose shall be the Compensation Committee), in
its discretion, to reflect such event and such administrator may make such
other adjustments to the terms of outstanding Stock Units as it may deem
equitable under the circumstances.

7.       VESTING

         (a)     Deferral Accounts.  A Participant shall at all times be fully
vested in the Stock Units credited to his or her Deferral Account.

         (b)     Matching Accounts.  Except as specifically noted below in this
Section 7(b), a Participant shall vest in any particular Stock Units credited
to his or her Matching Account on the Vesting Date applicable to such Stock
Units.

                 In addition, notwithstanding the general vesting provisions
stated above, a Participant shall become fully vested in all Stock Units
credited to his or her Matching Account upon the occurrence of any of the
following:

                 (i)      the death or Disability of a Participant while still
employed with the Company or a Subsidiary;


                 (ii)     the termination of a Participant's employment with
the Company or a Subsidiary after attaining age 62;

                 (iii)    the termination of a Participant's employment with
the Company or a Subsidiary after attaining age 55, if the Participant's age
plus complete years of employment with the Company and all Subsidiaries totals
at least 62;





                                      -7-
<PAGE>   8
                 (iv)     the termination of a Participant's employment by the
Company or a Subsidiary, without cause, within two years following a Change in
Control; or

                 (v)      a Participant's Constructive Involuntary Termination
within two years following a Change in Control.

                 For purposes of the above conditions (i) through (v), the term
"Subsidiary" shall include subsidiaries of the Company which do not participate
in the Plan.

8.       PAYMENT OF ACCOUNTS; FORFEITURES

         (a)     Matching Account Payments.  On, or as soon as practicable
after, any Stock Units credited to a Participant's Matching Account become
vested in accordance with Section 7(b), the Company shall issue to the
Participant or his or her Beneficiary, as applicable, that number of shares of
Stock equal to the whole Stock Units which become so vested.

         (b)     Deferral Account Payments.  At the same time as shares of
Stock attributable to a Participant's Matching Account are issued to the
Participant or his or her Beneficiary, as applicable, in accordance with
Section 8(a), the Company shall issue to such person that number of shares of
Stock equal to the whole Stock Units credited to the Participant's Deferral
Account having the same Purchase Dates as the Stock Units to which the Matching
Account distribution relates.  Additionally, at the time, or as soon as
practicable after, Stock Units credited to a Participant's Matching Account are
forfeited in accordance with Section 8(d), the Company shall issue to the
Participant that number of shares of Stock equal to the whole Stock Units then
credited to the Participant's Deferral Account.

         (c)     Fractional Stock Units.  No distributions shall be made with
respect to fractional Stock Units credited to any Deferral Account or Matching
Account.  Following the distribution of Stock to a Participant representing all
whole Stock Units then credited to his or her Deferral Account and Matching
Account, any remaining fractional Stock Units shall be cancelled for all
purposes under the Plan.

         (d)     Forfeitures of Matching Account Stock Units.  If a
Participant's employment with the Company and all Subsidiaries (including, for
this purpose, subsidiaries of the Company which do not participate in the Plan)
terminates in a manner which does not result in accelerated vesting of the
Stock Units credited to the Participant's Matching Account in accordance with
the last sentence of Section 7(b), any unvested whole and fractional Stock
Units in such Matching Account shall be forfeited.

         (e)     Hardship Withdrawals.  Notwithstanding anything herein to the
contrary, a Participant may request and receive a hardship distribution of
Stock attributable to all or any portion of the Stock Units in the
Participant's Deferral Account, provided the Participant is able to
demonstrate, to the satisfaction of the Administrator, that he has suffered a
Financial Hardship.  A hardship distribution request must be made on the form
provided by the Administrator and is subject to the rules established by the
Administrator governing hardship distributions.  The amount distributed cannot
exceed the lesser of (a) that number of shares of Stock equal to the Stock
Units in the Participant's Deferral Account, or (b) that number of Shares
having a value equal to the amount necessary (after all applicable withholding)
to satisfy the Participant's Financial Hardship.  No distribution may be made
prior to the time the Administrator approves the distribution.

         (f)     Effect of Denial of Tax Treatment.  Employee deferrals and
Company matches under the Plan are intended to be taxable to Participants no
earlier than the time that Stock attributable to such deferrals and matches is
distributed.  If, in the sole determination of the Administrator (which for
this purpose shall be the Compensation Committee), taxation of any such amount
to Participants is accelerated to any earlier time, the Compensation





                                      -8-
<PAGE>   9
Committee shall cause that number of shares of Stock to be distributed to
Participants equal in value to the accelerated income.

         (g)     Withholding.  Stock distributed pursuant to the Plan shall be
subject to all applicable Federal, state and local income taxes and
withholding.  Such withholding generally shall be satisfied by the cancellation
of Stock Units, rounded up to the nearest whole Stock Unit.  However, the
Administrator may, in its discretion, allow Participants to instead satisfy any
withholding obligation by remitting to the Company the amount of any required
withholding in cash; provided that Section 16 Persons shall be allowed to elect
to satisfy withholding obligations in cash only to the extent that such
election is made in a manner which complies with Rule 16b-3 under the Exchange
Act.

         (h)     Discharge of Obligations.  Any payment made to a Participant
or his Beneficiary pursuant to the Plan (including any cancellation of Stock
Units pursuant to Section 8(g)) shall constitute a complete discharge of the
obligations of the Company and the Subsidiaries with respect thereto.

9.       ADMINISTRATION

         The Plan shall be administered by the Administrator.  The
Administrator shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to
it under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the Salary, Bonus and Commission Deferral Agreements; and to make
all other determinations deemed necessary or advisable for the administration
of the Plan.  All decisions, determinations and interpretations of the
Administrator shall be final and binding on all persons, including the Company,
the Participants (and any person claiming any rights under the Plan from or
through any Participant) and any stockholder.  No member of the Board or
Compensation Committee or other Administrator shall be liable for any action
taken or determination made in good faith with respect to the Plan or any grant
hereunder.  The Company shall indemnify and save harmless the Administrator and
the members thereof (if a committee) and its officers, employees and directors
against all expenses and liabilities arising out of any of their actions in
administering the Plan.

10.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board, the Executive Committee of the Board or the Compensation
Committee at any time and from time to time may amend, suspend or terminate the
Plan without the approval of the Participants, the Company's shareholders or
any other person or entity; provided that no such action will, without
shareholder approval, (a) materially increase the total number of shares of
Stock which may be granted under the Plan, (b) materially expand the class of
persons eligible for participation in the Plan or (c) materially increase the
benefits accruing under the Plan to Section 16 Persons.  Notwithstanding the
above, no action taken shall adversely affect the rights of any Participant (or
any person claiming any rights under the Plan from or through any Participant)
with respect to payment of amounts attributable to Stock Units credited to such
Participant's Deferral Account and Matching Account at the time such action is
taken, unless the Participant (or such other person) otherwise consents
thereto.  The Plan has no fixed termination date.

10.      GENERAL PROVISIONS

         (a)     No Rights as a Stockholder.  Neither a Participant (nor any
person claiming any rights under the Plan from or through any Participant)
shall have any rights as a stockholder with respect to any shares of Stock
until the date of the issuance of a share certificate to him or her for such
shares.





                                      -9-
<PAGE>   10
         (b)     No Rights to Employment.  Nothing in the Plan or in any
Salary, Bonus or Commission Deferral Agreement shall confer upon any
Participant the right to continue in the employ of the Company or any
Subsidiary or affiliate, or to be entitled to any remuneration or benefits not
set forth in the Plan or to interfere with, or limit in any way, the right of
the Company or any Subsidiary or affiliate to terminate such Participant's
employment.

         (c)     Governing Law.  The Plan and the rights of all persons
claiming hereunder shall be construed and determined in accordance with the
laws of the state of Delaware without giving effect to the choice of law
principles thereof.

         (d)     Restrictions.  A Participant's rights under the Plan may not
be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of
(except by will or the applicable laws of descent and distribution) prior to
the distribution of Stock to the Participant or his or her Beneficiary.  Any
attempt to dispose of any such rights in contravention of such restrictions
shall be null and void and without effect.

         (e)     Unfunded Status of the Plan.  The undertaking to pay any
benefits hereunder shall be an unfunded obligation payable solely from the
general assets of the Company and subject to the claims of the Company's
creditors.  The Stock Units and Deferral and Matching Accounts shall be
maintained as a book reserve account solely for accounting purposes.  The
Administrator reserves the right to take any and all reasonable steps to
provide for the payment of all or part of the benefits payable under this Plan
to the greatest extent possible without compromising the unfunded status of the
Plan, including, without limitation, the delivery of shares of Stock to a
grantor trust (within the meaning of Section 671 of the Code) to facilitate the
delivery of such shares to Participants in satisfaction of the Company's
obligations under this Plan.

         (f)     Payments to Minors or Incompetents.  If the Administrator
determines that any person to whom a payment is due hereunder is a minor or
incompetent by reason of physical or mental disability, the Administrator shall
have the power to cause the payments then due to such person to be made to
another for the benefit of the minor or incompetent, without responsibility of
the Company or the Administrator to see to the application of such payment,
unless claim prior to such payment is made therefor by a duly appointed legal
representative.  Payments made pursuant to such power shall operate as a
complete discharge of the Company and the Administrator.

         (g)     Right of Offset.  The Company shall have the right to retain
or to use any amounts payable under the Plan to satisfy or otherwise offset
amounts the Participant owes to the Company or any Subsidiary (including for
this purpose any subsidiary of the Company which does not participate in the
Plan).

         (h)     Effect of Shareholder Approval.  The Plan is adopted
contingent upon receiving approval of the shareholders of MFS at the 1995
annual meeting of shareholders.  If such approval is not obtained, the Plan
shall become null and void and any deferrals effective prior to such time shall
be returned to Participants, without interest.





                                      -10-
<PAGE>   11
         As adopted by the Executive Committee of the Board of Directors of MFS
on July 24, 1995 and amended and restated on August 28, 1995, September 19,
1995 and December 31, 1996.


                                     
                                     
                                     By:                                      
                                        ---------------------------------------
                                             General Counsel
                                     
                                                      



                                      -11-