January 26, 1998


[Name]
[Address]

         Re:  Indemnification Agreement

Dear                :
     ---------------

     This  letter  reflects  the  agreement  of EXCEL  Communications,  Inc.,  a
Delaware  corporation  (the  "Company"),  to indemnify you against  expenses and
liabilities to which you may become subject in connection  with your services to
the Company.  In  consideration  of your providing your services to the Company,
the Company hereby agrees with you as follows:

     1.  (a)  Subject  to  Sections  3, 7 and 9  below,  to the  fullest  extent
permitted by law, you shall be indemnified and held harmless by the Company from
and  against  any  and all  judgments,  fines,  excise  taxes,  amounts  paid in
settlement, losses, damages, expenses (including, wherever expenses are referred
to in this agreement,  legal fees and  disbursements  and court costs reasonably
incurred) and other liabilities,  whether joint or several, arising from any and
all  claims,   demands,   actions,   suits  or  proceedings,   civil,  criminal,
administrative,  regulatory or investigative  in nature,  in which you may be or
become  involved,  or  threatened to be involved,  as a party or  otherwise,  by
reason of (i) your present or former status as an officer,  director,  employee,
partner,  member,  agent or trustee of the Company or any Affiliated  Person (as
defined below), or (ii) any action actually or allegedly taken or omitted by you
in any such  capacity,  if with  respect  to the  matter at issue you acted in a
manner  reasonably  believed to be in good faith and in a manner you  reasonably
believed to be in, or not opposed to, the best  interests of the Company or such
Affiliated  Person,  as the case  may be,  and,  with  respect  to any  criminal
proceeding,  had no  reasonable  cause to believe  your  conduct  was  unlawful.
However, you shall not be entitled to indemnification with respect to any amount
paid in settlement if the  settlement was effected  without the Company's  prior
written consent, which shall not be unreasonably withheld.

     (b)  Subject  to  Sections  7 and 9  below,  to the  extent  that  you  are
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding referred to in Section 1(a) hereof, or in defense of any claim, issue
or matter raised  therein or resolved  thereby,  you shall be indemnified by the
Company against expenses reasonably incurred by you in connection therewith.

     (c) To the  extent  you are  required  to  serve or  prepare  to serve as a
witness  in  any  action,   suit  or  proceeding   (whether   civil,   criminal,
administrative,   regulatory  or   investigative   in  nature),   including  any
investigation by any legislative body, by reason of your services as a director,
officer,  partner,  member,  employee,  agent or trustee  of the  Company or any
Affiliated  Person,  but  excluding  service as a witness in an action,  suit or
proceeding  commenced  by you,  the  Company  shall  indemnify  you,  subject to
Sections  7  and 9  below,  against  expenses  reasonably  incurred  by  you  in
connection therewith on a current basis, upon receipt of statement(s) requesting
such  indemnification,  averring  such service and  reasonably  evidencing  such
expenses.

     2. Subject to the last sentence of Section 3 hereof and to Sections 7 and 9
below, to the fullest extent permitted by law, expenses  reasonably  incurred by
you in investigating, responding to or defending any claim, demand, action, suit
or  proceeding  in which  you may be or become  involved,  or  threatened  to be
involved, as a party or otherwise, by reason of your present or former status as
an director, officer, employee, partner, member, agent or trustee of the Company
or any  Affiliated  Person,  or in serving or preparing to serve as a witness in
any action,  suit or proceeding  referred to in  Section 1(b)  hereof,  shall be
advanced (or promptly  reimbursed) by the Company,  from time to time, to you as
such expenses are  reasonably  incurred  prior to the final  disposition of such
claim,  demand,  action,  suit or proceeding,  upon receipt by the Company of an
undertaking  by you to repay  the  amount  advanced  if it  ultimately  shall be
determined  that you are not entitled to be  indemnified  against such  expenses
hereunder.  The Company shall not require any guarantee,  surety or other credit
enhancement as a condition to, or as part of, such undertaking on your part.

     3.  Any  indemnification  under  Section  1(a)  above  shall be made by the
Company  only as  authorized  in the  specific  case upon a  determination  that
indemnification  is  proper  in the  circumstances  because  you  have  met  the
applicable   standard  of  conduct  set  forth  in  Section  1(a)  above.   Such
determination  shall  be made by the  Board of  Directors  of the  Company  by a
majority vote of the  directors  thereof who are not and were not parties to the
action,  suit or  proceeding  (if  any) in  respect  of  which  you are  seeking
indemnity  or, if such a quorum is not  obtainable  or,  even if  obtainable,  a
quorum of directors likewise disinterested directs, by independent legal counsel
in a written  opinion  or,  if the  Board of  Directors  so  determines,  by the
Company's  stockholders (the "Initial  Determining Body") and best efforts shall
be used to make any such  determination  within  10  business  days of a request
therefor. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere  or its  equivalent
shall not,  of  itself,  create a  presumption  that you did not act in a manner
reasonably  believed  to be in good faith and in a manner  which you  reasonably
believed  to be in or not  opposed to the best  interests  of the  Company or an
Affiliated  Person, as the case may be, and, with respect to any criminal action
or proceeding,  that you had  reasonable  cause to believe that your conduct was
unlawful,  unless a judicial  determination shall have been made in such action,
suit or  proceeding  specifically  to such  effect.  You  shall be  conclusively
determined to have met the  applicable  standard of conduct for  entitlement  to
indemnification  hereunder  thirty  business  days after  having  made a written
request to the Company for such a determination, unless a negative determination
has been made within such thirty  business day period or a  determination  as to
your compliance with the applicable  standard of conduct could not reasonably be
made  within  such  period  by  reason  of  the  unavailability  of  information
reasonably  required therefor.  In the event the Initial  Determining Body shall
not  be  able  to  timely  make  a  determination  as  to  your  entitlement  to
indemnification,  or if such a determination is made but is negative,  you shall
be  entitled  to a de  novo  judicial  determination  thereof  by any  court  of
competent jurisdiction,  but the Company shall not be required to advance to you
the expenses  incurred by you in connection  with any such  proceeding  and only
shall be required to indemnify you against such expenses  reasonably incurred by
you if a court of competent  jurisdiction shall have determined that you met the
applicable standard of conduct.

     4. The advancement of expenses and indemnification herein provided shall be
in addition to any other rights to which you may be entitled in your capacity as
an officer, director, employee, partner, member, agent or trustee of the Company
or any  Affiliated  Person  or any  other  person  under  any  provision  of the
certificate or articles of incorporation or organization,  by-laws,  partnership
or trust or operating  agreement or other constitutive  documents thereof or any
other agreement  therewith of which you may be a beneficiary,  or as a matter of
law, or otherwise, subject, however, to the provisions of Section 9(b) hereof.

     5. You shall be entitled to indemnification as provided in Section 1 hereof
and  advancement of expenses as provided in Section 2 hereof with respect to any
liability arising out of any claim, demand, action, suit or proceeding involving
any  action  actually  or  allegedly  taken or  omitted  to be taken by you with
respect to any employee benefit plan of the Company or any Affiliated Person, or
any trust thereunder, including any such plan within the meaning of Section 3(3)
of the Employee  Retirement  Income Security Act of 1974, as amended,  while you
were serving or acting in any administrative or fiduciary capacity for such plan
or trust, provided that (i) you were requested to so serve or act by the Company
or any Affiliated Person and (ii) in the case of indemnification, you acted with
respect to the  matter at issue in a manner  reasonably  believed  to be in good
faith and in a manner you  reasonably  believed  to be in or not  opposed to the
best   interests  of  the   participants   and   beneficiaries   of  such  plan.
Notwithstanding  any  conflict  that may exist  between the interest of any such
plan (or the  participants  or  beneficiaries  thereof)  and the  Company or any
Affiliated Person in any particular circumstance, any action taken or omitted to
be taken by you in any  administrative or fiduciary capacity with respect to any
such plan in a manner you  reasonably  believed  to be in or not  opposed to the
best  interests  of  the  participants  and   beneficiaries   thereof  shall  be
conclusively  deemed to have been in or not opposed to the best interests of the
Company or such Affiliated Person. Your entitlement to such indemnification in a
specific case shall be determined in accordance with Section 3 hereof.

     6. You shall not be denied  indemnification or advancement of expenses,  in
whole  or in part,  hereunder  solely  as a result  of any  direct  or  indirect
ownership  interest  or  personal  financial  interest  you  have  or had in the
Company,  any Affiliated  Person or any entity directly or indirectly owning any
interest  therein  which also is  involved  in the  transaction  or matter  with
respect to which  indemnification  or  advancement  of expenses is sought by you
hereunder,  unless it shall have been determined that with respect to the matter
at issue you did not act in a manner reasonably  believed to be in good faith or
did not act in a manner you  reasonably  believed to be in or not opposed to the
best interests of the Company or Affiliated  Person involved in such matter.  No
obligation or liability you may have, or may be asserted to have, to the Company
or any  Affiliated  Person shall reduce or mitigate the Company's  obligation to
make any payment to you hereunder or be offset against any such obligation.

     7. Notwithstanding  anything contained in this agreement,  you shall not be
entitled  to the  benefits  of this  agreement  with  respect to any  expense or
liability incurred by you in connection with any action, suit or proceeding that
you at any time  commence  against the Company or any  Affiliated  Person or any
officer,  director,  partner,  member, employee, agent or trustee thereof, other
than in respect of any  expenses  reasonably  incurred by you in the  successful
enforcement of your rights hereunder against the Company.

     8. The rights to  indemnification  and advancement of expenses  provided to
you  hereunder  is  for  your  benefit  and  that  of  your  respective   heirs,
distributees, executors and administrators and shall not be deemed to create any
right to indemnification or advancement of expenses for the benefit of any other
person.  This letter  agreement shall be binding upon the successors and assigns
of the Company.

     9. (a) The term "Affiliated  Person" shall mean (i) each corporation in the
stock or securities  of which the Company has directly or  indirectly  invested,
(ii) each partnership of which the Company is a general or limited partner or in
the  partner  interests  or  securities  of which the  Company  has  directly or
indirectly  invested,  (iii) each joint  venture of which the Company is a joint
venturer or in the joint  venture  interests or  securities of which the Company
has directly or  indirectly  invested,  (iv) each limited  liability  company of
which the Company is a member or in the  membership  interests or  securities of
which the Company has directly or indirectly invested, (v) each trust (including
any trust under any employee benefit plan) of which the Company is a beneficiary
(or in the case of a trust under an employee  benefit  plan of which the Company
is a sponsor) or in the trust  interests or  securities of which the Company has
directly or  indirectly  invested or to which the Company has made a loan or the
indebtedness of which the Company has guaranteed,  provided, in the case of each
such  corporation,  partnership,  joint venture,  limited  liability  company or
trust, that you served as an officer, director, employee, partner, member, agent
or  trustee  thereof,  or of any  corporation,  partnership,  limited  liability
company or trust which is a partner  thereof,  at the request of or to represent
the interests of the Company or any Affiliated  Person  thereof  (whether or not
you directly or  indirectly,  had an ownership  or personal  financial  interest
therein). For purposes hereof, the Company shall be deemed to have an investment
in any corporation,  partnership,  joint venture,  limited  liability company or
trust in or of which any  Affiliated  Person has any investment or is a partner,
joint venturer, member or trust beneficiary.

     (b) In the event you shall receive a payment from any Affiliated Person, or
from any insurance  company that provided  coverage with respect to your acts or
omissions on behalf of the Company or any Affiliated  Person,  or from any other
third  party,  which  payment  indemnifies  you or holds you  harmless  from and
against  any  liability  (including  expenses)  in  respect  of which  you would
otherwise be entitled to indemnity or an advance of expenses  hereunder from the
Company,  you shall not be entitled  hereunder to any duplicative  recovery from
the  Company to the extent of such  payment so  received  by you.  In the event,
after  receiving  from the Company an  indemnity  payment or advance of expenses
hereunder in respect of any liability,  you shall receive in respect of the same
liability any payment from any Affiliated  Person or insurance  company or other
third  party,  which  payments  from the  Company  and such  Affiliated  Person,
insurance  company  and/or  third  party  total  more  than the  amount  of such
liability,  you shall  promptly  refund to the Company,  without  interest,  the
excess  amount.  For purposes of  apportioning  the obligation of the Company to
make  indemnity  payments  and  to  advance  expenses  to you  hereunder  in any
circumstance  where (i) any  Affiliated  Person,  or any insurance  company that
provided  coverage  with  respect  to your  acts or  omissions  on behalf of the
Company  or any  Affiliated  Person,  or any  third  party,  is at the time also
obligated to indemnify  you and hold you harmless from and against any liability
in respect of which you are  entitled  to  indemnity  or an advance of  expenses
hereunder  and (ii) such other  party or parties and the Company are at the time
ready,  willing  and able to make such  payment  to you  (including  payment  in
respect of part of such  liability),  the Company  shall make  payment to you in
accordance with the following  priorities (but any such payment shall be subject
to the provisions of the preceding  sentences of this Section  9(b)):  (A) there
shall  first be  applied  against  such  liability  any  payments  (if any) then
available  from any third party other than an  insurance  company or  Affiliated
Person  referred to in clauses  (B),  (C) or (D) below,  (B) there shall then be
applied  against any remaining  liability  any payments (if any) then  available
from any  insurance  company  providing  coverage  with  respect to your acts or
omissions  on behalf of an  Affiliated  Person,  (C) there shall then be applied
against any remaining  liability any payments (if any) then  available  from any
insurance company  providing  coverage with respect to your acts or omissions on
behalf of the  Company,  (D) to the  extent  such  liability  arises out of your
activities or capacity in respect of an Affiliated  Person,  there shall then be
applied  against any remaining  liability  any  indemnity  payment or advance of
expenses  (if any)  available  from such  Affiliated  Person and (E) the Company
shall make payment of any remaining  liability;  provided,  however,  that (1) a
payment shall not be considered available from any insurance company, Affiliated
Person  or third  party at any time if such  person at such  time  disputes  its
obligation  to make such payment to you and such dispute is not promptly (and in
any event within 10 business days of your request for such payment)  resolved or
if  such  person  by  reason  of  any  insolvency   proceeding  or  judicial  or
administrative  proceeding  or order or any other  reason is then unable to make
such payment to you, (2) if there are multiple insurance  companies,  Affiliated
Persons  or  third  parties  who,  in  addition  to the  Company,  are or may be
obligated to make  indemnity  payments or advance  expenses to you in respect of
the same liability and who are ready,  willing and able to make such payments to
you and the  foregoing  priority  provisions  do not determine the extent of the
Company's  obligation,  the relative  obligations of all the other parties shall
first be determined in accordance with their relative  obligations to you or, if
not so established, as they and you shall agree upon and, if not so established,
as they,  you and the  Company  shall  agree upon (in which  respect the Company
shall, upon your request,  agree to pay a share determined pro rata on the basis
of the value of the Company's  assets  available for such payment in relation to
the assets of each such other party  available  for such payment or the limit of
the  obligation,  as the case may be) and the Company  shall be obligated to pay
any remaining liability and (3) notwithstanding the foregoing provisions of this
sentence, the Company, any such Affiliated Person and any such insurance company
may agree to apportion  their  obligations  in any other manner,  as long as the
full amount of any such  liability  to which you may be subject is paid and such
apportionment  does not materially  prejudice your future rights to indemnity or
advancement of expenses from the Company and all such parties,  all as consented
to by you, such consent not to be unreasonably withheld by you.

     10. The rights to  indemnification  and advancement of expenses provided to
you hereunder are in  consideration of your past services to the Company and its
Affiliated  Persons and as an  inducement  for you to  continue to provide  your
services to them.

     11. No amendment or waiver of any provision of this letter  agreement shall
in any event be effective unless the same shall be in writing and signed by each
of the parties hereto.  However,  the Company may, by notice to you at any time,
amend this letter agreement to eliminate or limit your right to  indemnification
and advancement of expenses hereunder in respect,  and only in respect,  of your
continued service with the Company or any Affiliated Person, or any action taken
or omitted by you in respect  thereof in any  capacity,  after receipt by you of
such notice.

     12. This letter agreement may be executed in two or more counterparts, each
of which when so executed  and  delivered  shall be an original and all of which
shall together constitute one and the same agreement.

     13. If any provision of this agreement, or the application of any provision
of this agreement to any particular circumstance, is adjudicated to be unlawful,
invalid or  unenforceable,  the remaining  provisions of this agreement,  or the
application  of such provision in any other  circumstance,  shall continue to be
given  full  force  and  effect.  This  letter  agreement  and  the  rights  and
obligations  of the parties  hereto shall be construed  in  accordance  with and
governed by the law of the  jurisdiction of organization of the Company (without
giving  effect to the  principles,  policies or  provisions  thereof  concerning
choice or conflict of law).

     Please  acknowledge  your  acceptance  of the above by signing  this letter
agreement in the space provided below.

                                      EXCEL COMMUNICATIONS, INC.



                                      By:
                                           -------------------------------------
                                           John J. McLaine
                                           President and Chief Operating Officer


AGREED TO AND ACCEPTED
THIS        DAY OF         , 1998
    --------      ---------



---------------------------------
Name