EXECUTIVE SEVERANCE POLICY


                                                   INTRODUCTION

                  MCI  Communication  Corporation  (the  "Company"),  a Delaware
corporation,  and British  Telecommunications plc intend to effect a merger (the
"Merger")  pursuant to the  Agreement and Plan of Merger dated as of November 2,
1996. In order to induce Executive to continue to serve as an executive  officer
of the Company during the period prior to the Merger and thereafter, the Company
desires  to  provide  Executive  with  certain  protections  on  the  terms  and
conditions set forth in this Executive Severance Policy (the "Policy");

                  1.       Term.  The term of this Policy shall commence on 
November 2, 1996 and shall terminate on December 31, 1999. (the "Termination 
Date").

                  2.       Termination of Employment.

                  2.1 Compensation Upon Termination of Employment. (a) If, prior
to the Termination  Date, the Executive's  employment shall be terminated by the
Company for any reason  other than (i) the  Executive's  Disability  or (ii) for
Cause,  or if during  the term  hereof,  the  Executive  terminates  Executive's
employment  for Good  Reason,  the Company  shall pay or cause to be paid to the
Executive  an amount equal to two times the sum of (x)  Executive's  annual base
salary as in effect on the date of termination  (without  regard to any decrease
in Base Salary which could  constitute  Good Reason  under this  Policy)  ("Base
Salary") and (y) the greater of (A) the average  annual bonus paid to or accrued
for the  Executive  by the  Company  in  respect  of the  three  calendar  years
preceding  the  termination  of  employment  and (B) the annual bonus paid to or
accrued in respect of 1995.  Such cash  amounts  shall be paid as  follows:  the
amount attributable to Base Salary shall be paid in a lump sum within 10



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business days following the  termination of  Executive's  employment;  provided,
however, that if Executive terminates his or her employment for Good Reason such
amount  shall be  payable  over a  six-month  period  in equal  installments  in
accordance  with the ordinary  payroll  practices  of the  Company,  but no less
frequently than monthly,  and the amount  attributable to the annual bonus shall
be paid in a lump sum within 10  business  days  following  the  termination  of
Executive's employment.

                  In addition, Executive shall receive (i) the unpaid portion of
Executive's  Base  Salary  accrued to the date of  termination,  and any accrued
vacation as of the date of  termination;  (ii) the unpaid portion of Executive's
annual  bonus  accrued  with respect to the last full fiscal year of the Company
ended  prior  to the  date of  termination,  at such  time as such  bonus  would
otherwise  be  payable;  (iii)  continued  medical,  dental  and life  insurance
coverage for Executive and Executive's  eligible dependents on the same basis as
in effect  immediately prior to Executive's  termination of employment  (without
regard to any decreases in such benefits  which would  constitute  "Good Reason"
under this  Policy)  until the  earlier of (A) 24 months  after the  Executive's
termination of employment or (B) the  commencement of coverage with a subsequent
employer,  but only to the  extent  such  coverage  duplicates  or  exceeds  the
coverage provided by the Company;  provided,  however,  that with respect to any
such continued coverage,  the Consolidated Omnibus Budget and Reconciliation Act
of 1985 coverage  period shall not run during the period of continued  coverage;
(iv) unless otherwise  expressly  elected by Executive prior to such termination
and as  provided  in (vi)  below,  payment,  in a cash lump sum,  of all amounts
deferred by  Executive  under any  non-qualified  plan of deferred  compensation
maintained by the Company  (notwithstanding  the payment  provisions of any such
plan to the contrary); (v) full acceleration of vesting and exercisability



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of any  equity-based  awards  granted  to the  Executive  prior  to  Executive's
termination  of employment  and (vi) 24 months of age and service credit for all
purposes under all defined benefit plans of the Company; provided, however, that
to the extent any increase in benefits  which would result from such  additional
age and service  credits  cannot be paid under the terms of any plan, the amount
of such increase shall be calculated  under the terms of each such plan and paid
directly by the Company in the same form and at the same time that the  benefits
under each such plan would otherwise be paid.  Payments required hereunder shall
be made within 10 business days  following the  termination  of the  Executive's
employment except as otherwise provided in this Section 2.1.

                  (b)  In  the  event  of the  termination  of  the  Executive's
employment prior to the Termination Date due to executive's death or Disability,
the  Company  shall  pay to the  Executive  (or  Executive's  beneficiaries,  if
applicable)  a lump sum cash amount equal to (i) the annual rate of  Executive's
Base Salary as in effect on the date of  termination  and (ii) the highest bonus
paid to Executive under the Company's  annual bonus plan during the three fiscal
years  preceding the  termination of employment.  In addition,  Executive  shall
receive (i) the unpaid portion of Executive's Base Salary accrued to the date of
termination,  and any accrued  vacation as of the date of termination;  (ii) the
unpaid portion of Executive's annual bonus accrued with respect to the last full
fiscal year of the Company ended prior to the date of termination,  at such time
as bonus  would  otherwise  be payable;  and (iii)  unless  otherwise  expressly
elected by Executive prior to such termination,  payment, in a cash lump sum, of
all  amounts  deferred by  Executive  under any  non-qualified  plan of deferred
compensation  (other  than a defined  benefit  plan)  maintained  by the Company
(notwithstanding  the  payment  provisions  of any such plans to the  contrary).
Payments required hereunder shall be made



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within 10 business days following the termination of the Executive's  employment
except as otherwise provided in this Section 2.1.

                  (c) If the Executive's employment is terminated by the Company
for Cause or if the Executive resigns from Executive's  employment  without Good
Reason, the Executive shall be entitled to receive:  (i) any Base Salary accrued
through the date of such  resignation or termination and any accrued vacation as
of the date of  termination;  and (ii) the unpaid  portion  of any annual  bonus
accrued  in  respect of any fiscal  year of the  Company  preceding  the year of
termination or resignation when such bonus would otherwise be payable.

                  (d) In the event of any  termination of employment  hereunder,
the Executive  shall also receive,  when due, any other  compensation or benefit
payable to the Executive  under any plan,  program or arrangement  maintained by
the Company, other than a severance plan or arrangement.

                  2.2      Definitions.  For purposes of this Policy, 
the following definitions shall apply:

                  (a)      Disability.   "Disability" shall mean the Executive's
absence from the full-time performance of the Executive's duties for a period of
180 consecutive days as a result of Executive's incapacity due to physical or 
mental illness.

                  (b)      Cause.  For purposes of this Policy, "Cause" shall 
mean:

                  (1)      a deliberate and material act or omission by the 
         Executive with respect to  Executive's  duties  and  responsibilities 
         with the Company  that results in  material  harm to the Company  
         (provided,  that a financial harm of  $500,000  shall be  deemed to be
         "material"), which  act or omission  is (A) either the  product of 
         willful  malfeasance  or gross neglect, (B) committed in bad faith or 
         without  reasonable belief that such act


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         or  omission  is in, or not  contrary  to,  the best  interests  of the
         Company and (C) not  remedied  within 30 days after  receipt of written
         notice from the Company specifying such breach,

                  (2) Executive's  willful and material breach of the provisions
         of Section 8 of this Policy which is not remedied  within 30 days after
         receipt of written notice from the Company specifying such breach; or

                  (3)  Executive's  plea of  guilty  or nolo  contendere  to, or
         nonappealable  conviction of, a felony, which conviction or plea causes
         material damage to the reputation or financial position of the Company.

                  (c)      Good Reason.  For purposes of this Policy, "Good 
Reason" shall mean the occurrence of any of the following without the 
Executive's express written consent:

                  (1) The assignment to the Executive,  after the Merger, of any
         duties   inconsistent   with   the   Executive's   positions,   duties,
         responsibilities  and  status  with the  Company  and its  subsidiaries
         immediately prior to the Merger; a change in the Executive's  reporting
         responsibilities,  title or offices that is adverse to the Executive or
         any removal of the Executive  from or failure to re-elect the Executive
         to any  position  with  the  Company  or  its  subsidiaries  except  in
         connection  with  the   Executive's   promotion  or  a  termination  of
         employment  for  Cause;   provided,   that  no  change  in  Executive's
         responsibilities that occurs as a result of the Company no longer being
         a public  company or  becoming  a  subsidiary  after the  Merger  shall
         constitute Good Reason hereunder.



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                  (2) A reduction in the Executive's Base Salary,  target annual
         bonus or long-term incentive  compensation in effect at the time of the
         Merger,  as such salary,  bonus or  compensation  may be increased from
         time to time thereafter;

                  (3) The  failure to continue  in effect any  employee  benefit
         plan or compensation plan in which the Executive  participates prior to
         the Merger unless the Executive is provided with participation in other
         plans that provide  substantially  comparable benefits in the aggregate
         to the Executive;  or the taking of any action that would substantially
         reduce the Executive's benefits in the aggregate; and

                  (4) After the Merger, any relocation of Executive's  principal
         place of business on the effective  date of the Policy to a location in
         excess of 20 miles  from such work  location  immediately  prior to the
         Merger;

provided,  however,  that an  event  specified  in  (1),  (2) or (3)  shall  not
constitute  "Good  Reason" if it is  remedied  within 30 days  after  receipt of
written notice from Executive specifying such event.

                  2.3 Gross Up. (a) In the event it shall be determined that any
payment,  benefit or distribution (or combination thereof) by the Company or one
or more trusts  established by the Company for the benefit of its employees,  to
or for the  benefit of  Executive  (whether  paid or payable or  distributed  or
distributable  pursuant to the terms of this  Policy,  or under the terms of any
other plan,  program agreement or arrangement) (a "Payment") would be subject to
the excise tax imposed by Section  4999 of the Code or any interest or penalties
are  incurred by  Executive  with  respect to such excise tax (such  excise tax,
together with any such interest and penalties, hereinafter collectively referred
to as the "Excise  Tax"),  Executive  shall be entitled to receive an additional
payment (a "Gross-Up



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Payment")  in an amount  such  that  after  payment  by  Executive  of all taxes
(including  any  interest or  penalties  imposed  with  respect to such  taxes),
including,  without limitation, any income taxes (and any interest and penalties
imposed  with  respect  thereto)  and the Excise Tax imposed  upon the  Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.

                  (b)  Subject  to  the  provisions  of  Section   2.3(c),   all
determinations required to be made under this Section 2.3, including whether and
when a Gross-Up  Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination,  shall be made
by a nationally recognized certified public accounting firm as may be designated
by the Company (the "Accounting  Firm") which shall provide detailed  supporting
calculations both to the Company and Executive within fifteen (15) business days
of the receipt of notice from Executive  that there has been a Payment,  or such
earlier  time as is  requested  by the  Company.  All fees and  expenses  of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment shall
be paid by the  Company to  Executive  within five (5) days after the receipt of
the Accounting Firm's determination.

                  (c) As soon as practicable, Executive shall notify the Company
in writing of any claim by the Internal  Revenue  Service that,  if  successful,
would require the payment by the Company of the Gross-Up Payment. If the Company
notifies  Executive in writing that it desires to contest such claim,  Executive
shall  cooperate in all reasonable ways with the Company in such contest and the
Company shall be entitled to  participate  in all  proceedings  relating to such
claim; provided, however, that the Company shall bear and pay directly all costs
and  expenses   (including   additional  interest  and  penalties)  incurred  in
connection with



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such contest and shall  indemnify and hold Executive  harmless,  on an after-tax
basis,  for any Excise Tax or income tax (including  interest and penalties with
respect thereto) imposed as a result of such representation and payment of costs
and expenses.  Without  limitation  on the foregoing  provisions of this Section
2.3, the Company shall  control all  proceedings  taken in connection  with such
contest and, at its sole option, may pursue or forego any and all administrative
appeals,  proceedings,  hearings and  conferences  with the taxing  authority in
respect of such claim and may, at its sole option,  either  direct  Executive to
pay the tax claimed and sue for a refund or contest the claim in any permissible
manner, and Executive agrees to prosecute such contest to a determination before
any administrative  tribunal,  in a court of initial  jurisdiction and in one or
more appellate courts, as the Company shall determine;  provided,  however, that
if the Company  directs  Executive  to pay such claim and sue for a refund,  the
Company  shall  advance  the  amount  of  such  payment  to  Executive,   on  an
interest-free  basis,  and shall  indemnify and hold Executive  harmless,  on an
after-tax  basis,  from any  Excise  Tax or income tax  (including  interest  or
penalties  with  respect  thereto)  imposed with respect to such advance or with
respect to any  imputed  income  with  respect to such  advance;  and  provided,
further,  that if Executive is required to extend the statute of  limitations to
enable the Company to contest  such claim,  Executive  may limit this  extension
solely to such contested  amount.  The Company's control of the contest shall be
limited to issues  with  respect to which a  Gross-Up  Payment  would be payable
hereunder and Executive



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shall be  entitled  to settle or  contest,  as the case may be, any other  issue
raised by the Internal Revenue Service or any other taxing authority.

                  3. Obligations Absolute; No Mitigation. (a) Except as provided
in Section  8(d),  the  obligations  of the Company to make the  payments to, or
other  arrangements with respect to, the Executive  provided for herein shall be
absolute  and  unconditional  and shall  not be  reduced  by any  circumstances,
including without limitation any setoff,  counterclaim,  recoupment,  defense or
other right which the Company may have against the  Executive or any third party
at any time.

                  (b) Executive shall not be required to mitigate damages or the
amount of any payment provided for under this Policy by seeking other employment
or  otherwise.  No  amounts  paid to or earned by the  Executive  following  his
termination  of  employment  with the Company shall reduce or be set off against
any amounts payable to the Executive under this Policy.

                  4. No Effect On Other Rights.  The  provisions of this Policy,
and any payment provided for herein, shall not supersede or in any way limit the
rights,  benefits,  duties or obligations  which the Executive may now or in the
future have under any  benefit,  incentive or other plan or  arrangement  of the
Company or any other  agreement with the Company;  provided,  however,  that the
Executive  shall  not be  eligible  to  receive  severance  benefits  under  the
Company's regular severance plan during the term of this Policy.

                  5.  Dispute Resolution.  Any dispute or controversy arising 
under or in connection with this Policy shall be resolved exclusively by 
arbitration in Washington D.C. in accordance with the Rules of the American 
Arbitration Association then in effect.  Judgment



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may be entered on an arbitrator's award relating to this Policy in any court 
having jurisdiction.

                  6. Legal Fees.  The Company  shall pay all costs and expenses,
including  attorney's fees and disbursements of Executive in connection with any
arbitration  whether or not instituted by the Company or Executive,  relating to
the  interpretation or enforcement of any provision of this Policy, if Executive
prevails in such arbitration on any substantive issue.

                  7.   Assignment.   Neither  this  Policy  nor  any  rights  or
obligations  hereunder shall be assignable or otherwise subject to hypothecation
by  Executive  (except  by  will  or by  operation  of  the  laws  of  intestate
succession)  or by the Company,  except that the Company must assign this Policy
to  any  successor  (whether  by  merger,  purchase  or  otherwise)  to  all  or
substantially all of the assets or businesses of the Company,  and shall require
such successor to assume expressly the obligations of the Company hereunder.

                  8. Nondisclosure of Confidential Information; Non-Competition.

(a) Executive may not,  without the prior written  consent of the Company,  use,
divulge,  disclose or make  accessible to any other person,  firm,  partnership,
corporation  or other  entity any  Confidential  Information  pertaining  to the
business of the Company or any of its  affiliates,  except (i) while employed by
the Company,  in the  business of and for the benefit of the Company,  (ii) when
required  to do so by a court of  competent  jurisdiction,  by any  governmental
agency having supervisory  authority over the business of the Company, or by any
administrative  body or legislative  body  (including a committee  thereof) with
jurisdiction  to order  Executive to divulge,  disclose or make  accessible such
information or (iii) to Executive's  counsel. For purposes of this Section 8(a),
"Confidential  Information"  shall mean  non-public  information  concerning the
financial data, strategic business plans, product

             
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development (or other proprietary product data), customer lists, marketing plans
and other  non-public,  proprietary and confidential  information of the Company
and its affiliates (the "Restricted Group") or customers,  that, in any case, is
not otherwise  available to the public (other than by Executive's  breach of the
terms hereof).

                  (b) During the period of Executive's employment hereunder, and
in the event the Executive terminates his or her employment for Good Reason, for
six months thereafter,  Executive may not (A) directly or indirectly,  either as
principal, manager, agent, consultant, officer, stockholder,  partner, investor,
lender or employee or in any other capacity, carry on, be engaged in or have any
financial interest in, any business which is in competition with the business of
the Company or any other member of the Restricted Group with which Executive has
been principally  employed during the term of this Policy (an "Applicable  Group
Member") and (B) on Executive's  own behalf or on behalf of any person,  firm or
company,  other than the Restricted  Group,  solicit or offer  employment to any
person who has been employed by the  Restricted  Group at any time during the 12
months immediately preceding such solicitation.

                  (c) For purposes of this Section 8, a business shall be deemed
to be in  competition  with the  Company  or  Applicable  Group  Member if it is
principally  involved in the purchase,  sale or other dealing in any property or
the  rendering  of any  service  purchased,  sold,  dealt in or  rendered by the
Company or  Applicable  Group  Member as a material  part of the business of the
Company or Applicable  Group Member within the same geographic area in which the
Company or Applicable  Group Member makes such  purchases,  sales or dealings or
renders  such  services.  Nothing in this  Section 8 shall be construed so as to
preclude  Executive  from  investing in any publicly or privately  held company,
provided Executive's

             
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beneficial  ownership of any class of such company's  securities does not exceed
1% of the outstanding securities of such class.

                  (d) In the event the  Executive  engages in  conduct  which is
proscribed by the terms of Section 8(a) or (b) of this Policy,  the Company may,
in  addition  to  pursuing  any other  remedies it may have in law or in equity,
cease providing any severance payments or benefits otherwise due under the terms
of this Policy.
                  9. Beneficiaries;  References.  Executive shall be entitled to
select  (and  change,  to the  extent  permitted  under  any  applicable  law) a
beneficiary or  beneficiaries  to receive any  compensation  or benefit  payable
hereunder following  Executive's death, and may change such election,  in either
case by giving the Company written notice  thereof.  In the event of Executive's
death or a judicial determination of Executive's incompetence, reference in this
Policy to Executive shall be deemed, where appropriate,  to refer to Executive's
beneficiary,  estate  or  other  legal  representative.  Any  reference  to  the
masculine gender in this Policy shall include, where appropriate, the feminine.

                  10.      Separability.  If any provision of this Policy shall
 be declared to be invalid or unenforceable, in whole or in part, such 
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect.

                  11.      Governing Law.  This Policy shall be construed, 
interpreted and governed in accordance with the laws of the State of New York, 
without reference to rules relating to conflicts of law.

                  12.      Withholding.  The Company shall be entitled to 
withhold from payment any amount of withholding required by law.

             
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                  13.      Amendment.  This Policy may not be amended or in any
way modified or terminated on or after the date of the Merger.

November 2, 1996