MCI Inc. chief executive Michael D. Capellas would get about $39.2 million if he leaves the company after Verizon Communications Inc.'s $8.46 billion purchase is completed.

Under his employment agreement, Capellas, 51, is entitled to $11.3 million in severance, $18.5 million in restricted stock and $9.4 million in payment for taxes that may be assessed on the bonus, Ashburn-based MCI said in a filing this week with the Securities and Exchange Commission.

MCI, the No. 2 U.S. long-distance phone company, estimates that compensation for other officers would total $68.3 million if they were to all leave after a merger. Capellas, who led MCI out of the largest bankruptcy in history, received $25.2 million in salary, bonus and other pay in 2004, up from just over $3 million in 2003.

New York-based Verizon has agreed to buy MCI to help it compete with SBC Communications Inc., which is set to acquire the nation's largest long-distance carrier, AT&T Corp.

MCI shareholders are scheduled to vote on the merger Oct. 6. The transaction still needs approvals from the Justice Department, the Federal Communications Commission, 12 states and the District.

Verizon won a bidding war with Qwest Communications International Inc., which dropped out of the process in May. The companies wanted access to MCI's 140-nation network for sending calls and data at high speeds and its contracts with large clients such as Airbus SAS.