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                        EXHIBIT 10.11

                      FRONTIER CORPORATION
                                
              SUPPLEMENTAL MANAGEMENT PENSION PLAN
                                
               Amendment No. 1 to 1996 Restatement


     Pursuant to Article Six, the Plan is amended as follows:

     1.   Section 4.1(k) is amended, effective January 1, 1996,
to clarify that the five years of service requirement specified
in Section 4.1(j) does not apply to the 3 + 3 enhancement by
deleting the current introductory clause of Section 4.1(k) and
substituting in its place the following:

     for each Participant on the active payroll (or on the
     inactive payroll but receiving benefits under the Company's
     long term disability benefit plan) on August 16, 1995, the
     eligibility requirements for determining the Participant's
     entitlement to receive early or normal retirement benefits
     shall be reduced as follows:

     2.   Sections 4.4 and 4.5 are amended by substituting
"Section 4.7" for "Section 4.2" in each place the latter section
is referenced in parentheses.

     3.   Article Four is amended, effective as of August 20,
1997, by adding the following new Section 4.7 to the end thereof:

     4.7  Notwithstanding the normal benefit payment provisions
     of Sections 4.4 and 4.5, any Plan benefit payable to a
     Participant eligible to accrue a benefit under Section 4.2
     on and after December 31, 1995 shall be subject to the
     following additional provisions:

     o    in addition to other forms of payment available to
          Participants generally, benefits to married
          Participants may, with the Committee's approval, be
          paid in the form of a joint and 100 percent spousal
          survivor annuity.  Under this form of benefit the
          surviving spouse shall receive, upon the death of the
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          Participant, a benefit equal to 100 percent of the
          benefit paid to the Participant while both were living.
          The amount of this benefit shall be the straight life
          annuity calculated under Section 4.2 (without taking
          into account the offset of the benefit payable from the
          Funded Plan) reduced pursuant to the actuarial
          assumptions used in the Funded Plan, provided that the
          straight life annuity shall not be reduced by more than
          20 percent, and then offset by the benefit payable from
          the Funded Plan.

     o    in the event a married Participant dies prior to the
          commencement of benefits, the surviving spouse's
          benefit shall, with the Committee's approval, be 100
          percent (in lieu of the 50% under Section 4.5) of the
          benefit the Participant would have received had the
          Participant elected the joint and 100 percent spousal
          survivor annuity and retired on the first day of the
          month on or before the date of death.

     o    if a married Participant fails to elect a form of
          benefit, or if the elected form of benefit is not
          appropriate as of the date of death, the benefit shall
          be paid in the form of a joint and 100 percent spousal
          survivor annuity.

     IN WITNESS WHEREOF, the Company has caused this amendment to
be executed by its duly authorized officer this 20th day of
August, 1997.

                                   FRONTIER CORPORATION

                                   By /s/ Josephine S. Trubek
                                     -------------------------
                                      Josephine S. Trubek
                                      Corporate Secretary