<PAGE>

                                                                    EXHIBIT 10.2
                                                                    ------------

                         CHOICE ONE COMMUNICATIONS INC.

                      1999 DIRECTORS' STOCK INCENTIVE PLAN


          Choice One Communications Inc., a Delaware corporation, hereby
establishes the Choice One Communications Inc. 1999 Directors' Stock Incentive
Plan (the "Plan") as follows:

1.   PURPOSE

          The purpose of the Plan is to enable Choice One Communications Inc.
(the "Company") to attract and retain outside directors and provide them with an
incentive to maintain and enhance the Company's long-term performance record. It
is intended that this purpose will best be achieved by granting eligible
directors non-qualified stock options ("options") under this Plan pursuant to
the rules set forth in Section 83 of the Internal Revenue Code, as amended from
time to time.

2.   ADMINISTRATION

          The Plan shall be administered by the Company's Board of Directors
(the "Board"). Subject to the provisions of the Plan, the Board shall possess
the authority, in its discretion, (a) to prescribe the form of the stock option
agreements, including any appropriate terms and conditions applicable to the
options, and to make any amendments to such agreements or options; (b) to
interpret the Plan; (c) to make and amend rules and regulations relating to the
Plan; and (d) to make all other determinations necessary or advisable for the
administration of the Plan. The Board's determinations shall be conclusive and
binding. No member of the Board shall be liable for any action taken or decision
made in good faith relating to the Plan or any option granted hereunder.

3.   ELIGIBLE DIRECTORS

          Members of the Board of Directors of the Company who are not also
employees of the Company or its subsidiaries are eligible to participate in this
Plan.

4.   SHARES AVAILABLE

          An aggregate of 1500 shares of the Common Stock (par value $0.01 per
share) of the Company (subject to substitution or adjustment as provided in
Section 8 hereof) shall be available for the grant of options under the Plan.
Such shares may be authorized and unissued shares. If an option expires,
terminates or is cancelled without being exercised, new options may thereafter
be granted covering such shares. No options may be granted more than ten years
after the effective date of the Plan.

5.   TERMS AND CONDITIONS OF OPTIONS

          Each option granted under the Plan shall be evidenced by an option
agreement in such form as the Board shall approve from time to time, which
agreement shall conform with this Plan and contain the following terms and
conditions:

          (a)  Number of Shares.  As soon as administratively practicable on or
               ----------------
          following the shareholder approval of this Plan, and following the
          date of each annual
<PAGE>

                                      -2-


          meeting of shareholders thereafter, each newly-elected or continuing
          eligible director of the Company shall receive an option to purchase
          100 shares of the Company's Common Stock. An eligible director of the
          Company who begins Board service on a date other than the date of an
          annual meeting of shareholders shall receive a pro rata grant to cover
          the partial year remaining to the date of the next annual meeting of
          shareholders. The number of shares subject to such option shall be
          multiplied by a fraction (not to exceed 1.0), the numerator of which
          is the number of full or partial months in the period commencing on
          the first day of the month following the new Board member's
          appointment and ending on the next annual meeting of shareholders and
          the denominator of which is twelve. Any fractional share shall be
          rounded up to the next highest whole number of shares.

          (b)  Exercise Price.  The exercise price of each option shall equal
               --------------
          the fair market value of the Common Stock at the time such option is
          granted.

          (c)  Duration of Option.  Each option by its terms shall not be
               ------------------
          exercisable after the expiration of ten years from the date such
          option is granted.

          (d)  Options Nontransferable.  Each option by its terms shall not be
               -----------------------
          transferable by the participant otherwise than by will or the laws of
          descent and distribution, and shall be exercisable, during the
          participant's lifetime, only by the participant, the participant's
          guardian or the participant's legal representative.

          (e)  Exercise Terms.  Each option granted under the Plan shall become
               --------------
          exercisable pursuant to a vesting schedule set forth in the option
          agreement.  Options may be partially exercised from time to time
          during the period extending from the time they first become
          exercisable until the tenth anniversary of the date of grant.

          (f)  Payment of Exercise Price.  An option shall be exercised upon
               -------------------------
          written notice to the Company accompanied by payment in full for the
          shares being acquired. The payment shall be made in cash, by check or,
          if the option agreement so permits, by delivery of shares of Common
          Stock of the Company registered in the name of the participant, duly
          assigned to the Company with the assignment guaranteed by a bank,
          trust company or member firm of the New York Stock Exchange, or by a
          combination of the foregoing. Any such shares so delivered shall be
          deemed to have a value per share equal to the fair market value of the
          shares on such date. For this purpose, fair market value shall equal
          the closing price of the Company's Common Stock on the listing
          exchange on the date the option is exercised, or, if there was no
          trading in such stock on the date of such exercise, the closing price
          on the last preceding day on which there was such trading.

6.   GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES

          The Company shall not be required to deliver any certificate upon the
grant of any option, the exercise of an option or the satisfaction of any
condition with respect to any option until it has been furnished with such
opinion, representation or other document as it may reasonably deem necessary to
insure compliance with any law or regulation of the Securities and Exchange
Commission or any other governmental authority having jurisdiction under this
Plan. Certificates delivered upon such grant, exercise or satisfaction of any
condition may bear a legend restricting transfer absent such compliance. Each
option shall be subject to the requirement that, if at any time the Board shall
determine, in its discretion, that the listing, registration or qualification of
the shares subject to such option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body,
<PAGE>

                                      -3-

is necessary or desirable as a condition of, or in connection with, the granting
of such option or the issue or purchase of shares thereunder, such option may
not be granted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors in the
exercise of its reasonable judgment.

7.   TERMINATION OF EMPLOYMENT

          If a director dies, either before or after termination as a director,
resigns from the Board as a result of a conflict of interest or is removed from
the Board for cause, any option may be exercised by the director or by the
director's personal representative, as the case may be, at any time prior to the
earlier of the expiration date of the option or the first anniversary of the
director's date of death, resignation or removal but only if, and to the extent
that, the director was entitled to exercise the option at the date of death,
resignation or removal. If a director's employment as a director terminates for
any reason other than death, resignation due to a conflict or removal for cause,
option rights shall continue to vest in accordance with the terms of the option
agreement without regard to the termination of employment and may be exercised
by the director pursuant to the terms of that agreement.

8.   ADJUSTMENT OF SHARES

          In the event of any change in the Common Stock of the Company by
reason of any stock dividend, stock split, recapitalization, reorganization,
merger, consolidation, split-up, combination, or exchange of shares, or rights
offering to purchase Common Stock at a price substantially below fair market
value, or of any similar change affecting the Common Stock, the number and kind
of shares authorized under Section 4, the number and kind of shares which
thereafter are subject to an option under the Plan and the number and kind of
shares set forth in options under outstanding agreements and the price per share
shall be adjusted automatically consistent with such change to prevent
substantial dilution or enlargement of the rights granted to, or available for,
participants in the Plan.

9.   NO EMPLOYMENT RIGHTS

          The Plan and any options granted under the Plan shall not confer upon
any director any right with respect to continuance as a director of the Company,
nor shall they interfere in any way with any right the Company may have to
terminate the director's position as a director at any time.

10.  RIGHTS AS A SHAREOWNER

          The recipient of any option under the Plan shall have no rights as a
shareowner with respect thereto unless and until certificates for shares of
Common Stock are issued to the recipient.

11.  AMENDMENT AND DISCONTINUANCE

          This Plan may be amended, modified or terminated by the shareholders
of the Company or by the Company's Board of Directors, provided that Plan
provisions relating to the amount, price and timing of options may not be
amended more than once every six months other than to comport with changes in
the Internal Revenue Code or the regulations thereunder and provided further
that the Board may not, without approval of the shareowners, materially increase
the benefits accruing to participants under the Plan, increase the maximum
number of shares as to which options may be granted under the Plan, change the
minimum exercise price, change the class of eligible persons, extend the period
for which options may be granted or exercised, or withdraw the authority to
administer the Plan from the Board or a Committee of the Board. Notwithstanding
the foregoing, to the extent permitted by law, the Board may amend the
<PAGE>

                                      -4-

Plan without the approval of shareowners, to the extent it deems necessary to
cause the Plan to comply with Securities and Exchange Commission Rule 16b-3 or
any successor rule, as it may be amended from time to time. Except as required
by law, no amendment, modification, or termination of the Plan may, without the
written consent of a director to whom any option shall theretofore have been
granted, adversely affect the rights of such director under such option.

12.  CHANGE IN CONTROL

          (a)  Notwithstanding other provisions of the Plan, in the event of a
change in control of the Company (as defined in subsection (c) below), all of a
participant's options shall become immediately vested and exercisable unless
directed otherwise by a resolution of the Board adopted prior to and
specifically relating to the occurrence of such change in control.

          (b)  In the event of a change in control each participant holding an
exercisable option (i) shall have the right at any time thereafter during the
term of such option to exercise the option in full notwithstanding any
limitation or restriction in any option agreement or in the Plan, and (ii) may,
subject to Board approval and after written notice to the Company within 60 days
after the change in control, or during the period beginning on the third
business day and ending the twelfth business day following the first release for
publication by the Company after such change of control of a quarterly or annual
summary statement of earnings, which release occurs at least six months
following grant of the option, whichever period is longer, receive, in exchange
for the surrender of the option or any portion thereof to the extent the option
is then exercisable in accordance with clause (i), an amount of cash equal to
the difference between the fair market value (as determined by the Board) on the
date of surrender of the Common Stock covered by the option or portion thereof
which is so surrendered and the option price of such Common Stock under the
option.

          (c)  For purposes of this section "change in control" means:

          1)   there shall be consummated

          i.   any consolidation or merger of the Company in which the Company
               is not the continuing or surviving corporation or pursuant to
               which any shares of the Company's common stock are to be
               converted into cash, securities or other property, provided that
               the consolidation or merger is not with a corporation which was a
               wholly-owned subsidiary of the Company immediately before the
               consolidation or merger; or

          ii.  any sale, lease, exchange or other transfer (in one transaction
               or a series of related transactions) of all, or substantially
               all, of the assets of the Company; or

          2)  the shareholders of the Company approve any plan or proposal for
     the liquidation or dissolution of the Company; or

          3)  any person (as such term is used in Sections 13(d) and 14(d) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
     shall become the beneficial owner (within the meaning of Rule 13d-3 under
     the Exchange Act), directly or indirectly, of 30% or more of the Company's
     then outstanding common stock, provided that such person shall not be a
     wholly-owned subsidiary of the Company immediately before it becomes such
     30% beneficial owner; or

          4)  individuals who constitute the Board on the date hereof (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     thereof, provided that any person becoming a director subsequent to the
     date hereof whose election, or nomination for election by the Company's
     shareowners, was approved by a vote of at least three
<PAGE>

                                      -5-

     quarters of the directors comprising the Incumbent Board (either by a
     specific vote or by approval of the proxy statement of the Company in which
     such person is named as a nominee for director, without objection to such
     nomination) shall be, for purposes of this clause (d), considered as though
     such person were a member of the Incumbent Board.



13.  EFFECTIVE DATE

          The effective date of the Plan shall be the date this Plan is approved
by the affirmative vote of the owners of a majority of the Company's outstanding
shares of Common Stock.

14.  DEFINITIONS

          Any terms or provisions used herein which are defined in Section 83 of
the Internal Revenue Code as amended, or the regulations thereunder or
corresponding provisions of subsequent laws and regulations in effect at the
time options are made hereunder, shall have the meanings as therein defined.

15.  GOVERNING LAW

          To the extent not inconsistent with the provisions of the Internal
Revenue Code that relate to non-qualified stock options, this Plan and any
agreement adopted pursuant to it shall be construed under the laws of the State
of New York.


Dated: December 16, 1999            CHOICE ONE COMMUNICATIONS INC.


                                    By: /s/ Steve M. Dubnik
                                        -------------------


                                    Title: Chairman and Chief Executive Officer
                                           ------------------------------------



Date of Shareholder Approval: December 16, 1999