AMENDMENT
                                     TO THE
                           EXCEL COMMUNICATIONS, INC.
                            EMPLOYEE OWNERSHIP PLAN


     EXCEL   Communications,    Inc.   (the   "Company")   adopted   the   EXCEL
Telecommunications,  Inc.  Savings and Investment  Plan (the "Plan"),  effective
January 1, 1992.  The Plan was amended and restated  effective  October 1, 1995,
with the resulting Plan denominated as the EXCEL  Communications,  Inc. Employee
Ownership Plan. Having reserved the right under Section 14.02 to amend the Plan,
the Company does by these presents  hereby amend the Plan as follows,  effective
January  1,  1997,  with  respect  to  amendments  2  through  8, and  effective
January 1, 1998, for each other amendment:

     1.   This  Amendment  shall amend only those sections of the Plan set forth
          herein,  and those  sections and  subsections  not  expressly  amended
          hereby shall remain in full force and effect.

     2.   Section  2.24 is amended by revising  the second  sentence  thereof to
          read as follows:

          "With  respect  to a share of  Employer  Securities  that is  publicly
          traded,  the average of the high and low  trading  prices of shares on
          the national  securities  exchange on which they are registered on the
          applicable  transaction date, or if such date is not a trading day, on
          the most recent trading day."

     3.   Section  2.26 is amended by revising  the term  "Affiliated  Employer"
          each  place  it  appears  therein  to  read  "Employer  or  Affiliated
          Employer".

     4.   Section 3.01 (b) is amended to read as follows:

          "(b) Each  Employee  who is an Employee  of EXCEL  Telecommunications,
          Inc. on December 31,  1995,  shall  become a  Participant  in the ESOP
          portion of the Plan on December 31, 1995. All other Employees who have
          completed six months of continuous  Service and attained the age of 21
          as of October 1, 1995,  shall become  Participants in the ESOP portion
          of the Plan on such date.  Thereafter,  each  Employee  shall become a
          Participant  in the ESOP  portion  of the Plan on the  Entry  Date (if
          employed on that date)  coincident  with or immediately  following the
          date on which the Employee  completes six months of continuous Service
          and attains age 21.  Notwithstanding  anything herein to the contrary,
          (i) each  Employee who is on an  Employer's  payroll on September  30,
          1996,  and who is not already a Participant in the ESOP portion of the
          Plan,  shall become a  Participant  in the ESOP portion of the Plan on
          December 31,  1996;  and (ii) each  Employee  who is on an  Employer's
          payroll on September 30, 1997,  and December 31, 1997,  and who is not
          already a Participant in the ESOP portion of the Plan,  shall become a
          Participant in the ESOP portion of the Plan on December 31, 1997."

     5.   Section 4.04(a) is amended to read as follows:

          "(a) Subject to Section 4.24, Employer Securities attributable to ESOP
          Contributions,  forfeitures  and to any  dividends  paid  on  Employer
          Securities held in the Suspense Account maintained pursuant to Section
          10.06 shall be allocated to the ESOP Contribution  Account (1) of each
          Participant  (A) as of the Accounting Date in 1995, if the Participant
          is actively employed on such Accounting Date, (B) as of the Accounting
          Date in 1996, if the Participant is actively employed on September 30,
          1996,  (C) as of the  Accounting  Date in 1997 if the  Participant  is
          actively  employed on both  September 30, 1997, and December 31, 1997,
          and (D) as of each  Accounting  Date  thereafter if the Participant is
          actively  employed on such Accounting Date and has not less than 1,000
          Hours of Service during the Plan Year ending on such Accounting  Date,
          and (2) of each  Participant who terminated  employment as an Employee
          during the Plan Year as a result of his Death or Disability or for any
          reason after reaching his Early Retirement Date."

     6.   Section 6.02(a)(7) is restated in its entirety to read as follows:

          "If  elected  by  a  Participant  pursuant  to  section  6.02(c),  the
          distribution of the Participant's  ESOP Contribution  Account shall be
          made in the form of a single lump-sum distribution,  either in cash or
          Employer Securities,  as specified by the Participant.  The provisions
          of  section  6.02(b)  shall  not  apply  to  distributions  from  ESOP
          Contribution Accounts."

     7.   Section 6.02(c) is restated in its entirety to read as follows:

          "(c) ESOP Contribution Accounts.  Notwithstanding anything else to the
          contrary in this Plan, the following provisions shall be applicable to
          distributions of ESOP Contribution  Accounts under the Plan (except to
          the extent  that  earlier or more rapid  distributions  are  otherwise
          required by law or otherwise permitted under the Plan):

                    1. At the election of a Participant, the distribution of the
               Participant's ESOP Contribution Account shall be made in a single
               lump-sum distribution, in the form of cash or Employer Securities
               as  elected  by the  participant,  as  soon  as  administratively
               practicable   following   the  calendar   quarter  in  which  the
               Participant  separates from Service with the Employer.  Valuation
               of Employer  Securities for the purpose of any distribution shall
               be made as provided in section 10.04.

                    2. At the election of a Participant, the distribution of the
               Participant's ESOP Contribution  Account shall commence not later
               than one year after the last day of the Plan Year (A) in which he
               terminates  employment  after  his  Normal  Retirement  Age or by
               reason of Disability or death or (B) which is the fifth Plan Year
               following  the  Plan  Year  in  which  he  otherwise   terminates
               employment  (unless he is re-employed by the Employer before such
               year); provided,  however, that if the Participant is re-employed
               by the  Employer  as of the last  day of such  fifth  Plan  Year,
               distribution   to  the   Participant   prior  to  any  subsequent
               termination  of employment  shall be in accordance  with terms of
               the Plan other than this  paragraph  (2). A  Participant  who has
               completed five years of  participation in the Plan and who is 100
               percent  vested  in his ESOP  Contribution  Account  may elect to
               receive  an  in-service  distribution  of all or a portion of his
               ESOP Contribution  Account.  Any such election shall be made on a
               form provided by the Administrative Committee.

                    3. Unless the Participant elects a lump-sum  distribution in
               accordance   with   paragraph   (1)  of  this   subsection,   the
               Participant's  ESOP Contribution  Account shall be distributed in
               substantially  equal periodic payments (at least annually) over a
               period not exceeding the greater of (A) five years, or (B) if the
               Fair Market Value of a Participant's  ESOP  Contribution  Account
               attributable  to Employer  Securities is in excess of $500,000 as
               of the date  distribution is required to begin under this Article
               VI, five years plus an  additional  one year (up to an additional
               five  years) for each  $100,000  increment,  or  fraction of such
               increment,   by  which  the  value  of  the  Participant's   ESOP
               Contribution  Account  exceeds  $500,000.  In no event shall such
               distribution  period  exceed  the  period  permitted  under  Code
               401(a)(9).  The dollar amounts prescribed in this paragraph shall
               be adjusted for  increases in the cost of living as prescribed by
               the Secretary of the Treasury."

     8.   Section 10.04 is amended in its entirety to read as follows:

          "10.04 Valuation of Employer  Securities.  Employer Securities held by
          the Plan shall be valued each Valuation Date at Fair Market Value, and
          each such valuation of Employer Securities shall be made in good faith
          and shall be based on all relevant factors for determining Fair Market
          Value.  Any  valuation  of  Employer  Securities  at a time  when such
          Employer  Securities  are  not  readily  tradeable  on an  established
          securities  market shall be made by an independent  appraiser,  within
          the  meaning of Code  401(a)(28)(C).  For  purposes  of a  transaction
          between the Plan and a "disqualified  person," as such term is defined
          in Code 4975(e)(2), the valuation must be determined as of the date of
          the transaction.  All  distributions  of Employer  Securities shall be
          based on the Fair Market Value of such  Employer  Securities as of the
          Valuation Date next preceding the date of the distribution;  provided,
          however,  that, if Employer  Securities are sold to permit the payment
          of a cash  distribution,  the amount of such distribution shall be the
          net proceeds of such sale."

     9.   Section 2.43 is amended to read as follows:

          "2.43 Valuation Date. Unless otherwise specified by the Administrative
          Committee,  each  business day on which the major stock  exchanges are
          open for business."

     10.  Paragraphs (a) and (b) of Section 3.01 are hereby  deleted,  effective
          January 1, 1998, and the following is substituted therefor.

          "Effective  for  Employees  hired on or after  January 1,  1998,  each
          Employee shall become a Participant in the Plan as of the first day of
          the first payroll period  commencing after the Employee  completes six
          months of continuous Service."

     11.  Section 4.02 is amended to read as follows:

          "(a) Basic Matching Contributions. Subject to section 4.24, as of each
          Accounting Date, a portion of the Basic Matching  Contribution for the
          Plan  Year,  if  any,   shall  be  allocated  to  the  Employer  Basic
          Contribution  Account of each Participant in the employ of an Employer
          on such Accounting Date who is allocated an Elective  Contribution for
          such Plan Year, and to each  Participant who terminated  employment as
          an  Employee  during  the  Plan  Year  as a  result  of his  death  or
          Disability,  or for any reason  after  reaching  his Early  Retirement
          Date.

          Each such  Participant  shall be allocated a  percentage  of the Basic
          Matching  Contribution  to be allocated for such Plan Year which is in
          the same ratio that the Participant's  Elective  Contributions for the
          Plan Year bears to the sum of all Elective  Contributions made for the
          Plan Year (regardless of whether the Participant  later withdraws some
          portion of his Elective Contribution Account balance).

          (b) Basic Profit Sharing Contributions. Subject to section 4.24, as of
          each  Accounting  Date,  after the allocation  described in subsection
          (a), a portion of the Basic Profit Sharing  Contribution  for the Plan
          Year, if any,  shall be allocated to the Employer  Basic  Contribution
          Account  of each  Participant  in the  employ of an  Employer  on such
          Accounting  Date who has not less than  1,000  Hours of Service in the
          Plan Year, and to each  Participant  who  terminated  employment as an
          Employee  during the Plan Year as a result of his death or Disability,
          or for any reason after reaching his Early Retirement Date.

          Each such  Participant  shall be allocated a  percentage  of the Basic
          Profit  Sharing  Contribution  for such Plan Year which is in the same
          ratio that the Participant's  Eligible  Compensation for the Plan Year
          bears to the total Eligible Compensation for the Plan Year of all such
          Participants."

     12.  Section 6.01 through 6.03 are amended by deleting  "$3,500" each place
          it appears therein and by substituting "$5,000" therefor.

     13.  Section  6.02(c),  as amended in amendment 7 above,  is hereby further
          amended by revising paragraphs 1 and 2 to read as follows:

               "1. At the election of a  Participant,  the  distribution  of the
          Participant's  ESOP  Contribution  Account  shall  be made in a single
          lump-sum  distribution,  in the form of cash or Employer Securities as
          elected by the participant as soon as administratively  practicable in
          the calendar  quarter  following the quarter in which the  Participant
          separates  from  Service  with the  Employer.  Valuation  of  Employer
          Securities  for  the  purpose  of any  distribution  shall  be made as
          provided in section 10.04.

               2. At the  election of a  Participant,  the  distribution  of the
          Participant's ESOP Contribution  Account shall commence not later than
          one  year  after  the  last  day of the  Plan  Year  (A) in  which  he
          terminates  employment after his Normal Retirement Age or by reason of
          Disability or death or (B) which is the fifth Plan Year  following the
          Plan Year in which he otherwise  terminates  employment  (unless he is
          re-employed by the Employer before such year); provided, however, that
          if the  Participant  is re-employed by the Employer as of the last day
          of such fifth Plan Year,  distribution to the Participant prior to any
          subsequent termination of employment shall be in accordance with terms
          of the Plan  other than this  paragraph  (2).  A  Participant  who has
          completed  five  years  of  participation  in the  Plan and who is 100
          percent vested in his ESOP  Contribution  Account may either (i) elect
          to have redeemed all or any portion of his ESOP  Contribution  Account
          and to have the proceeds of such redemption transferred to one or more
          of the other investment  funds  maintained for Participants  under the
          Plan,  or (ii) elect to receive an in-service  distribution  of all or
          any portion of his ESOP Contribution Account. Any such elections shall
          be made on forms provided by the Administrative Committee."

     14.  Section  10.04,  as amended in  amendment 8 above,  is hereby  further
          amended  by  deleting  the words  "each  Valuation  Date" in the first
          sentence thereof.

     Except as amended  hereby,  the  Company  ratifies  the Plan as amended and
restated effective October 1, 1995.

Dated:  December 3, 1997                       EXCEL Communications, Inc.
      ----------------------------

                                               By:  /s/Kenny A. Troutt
                                                   -------------------------

                                               Its: Chief Executive Officer
                                                   -------------------------