<PAGE>
 
                         EXHIBIT 10.20

                       FRONTIER CORPORATION

                     MANAGEMENT PENSION PLAN


     FRONTIER CORPORATION, a New York corporation (the
"Employer"), hereby continues, amends and restates in its
entirety the FRONTIER CORPORATION MANAGEMENT PENSION PLAN (the
"Plan") for the exclusive benefit of its Employees who are
eligible to become Participants.  By separate agreement with
Boston Safe Deposit and Trust Company, as Trustee, the Employer
has established a Trust to hold the assets of the Plan.


ARTICLE I -                Introduction

     The name of this Plan is the Frontier Corporation Management
Pension Plan.  Its purpose is to provide retirement benefits to
the eligible management Employees of Frontier Corporation.

     This Plan was originally established effective as of July
30, 1921 and last restated in its entirety as of January 1, 1987
to comply with the Tax Reform Act of 1986.   Because of the
subsequent adoption of regulations under that enactment, the
passage of additional legislation and the desire to incorporate
all amendments into a single document, the Plan is again amended
and restated in its entirety.  This restatement is generally
effective January 1, 1994, except that in the case of any
provision which itself contains a separate effective date, the
separate date shall apply.

     No provision of this restated Plan shall operate to diminish
or adversely affect the accrued benefits of any Participant
determined immediately preceding the effective date of this
restatement.
<PAGE>
 
                     ARTICLE II - Definitions

     SECTION 2.1  "Accrued Benefit" means the annual benefit
accrued at any particular point in time for each Participant as
determined in accordance with Section 4.2.

     SECTION 2.2  "Actuarial Equivalent" means the equivalent
current value of the Article IV formula benefit determined
pursuant to the 1984 George B. Buck Mortality Table assuming 55%
male and 45% female at 8% interest; provided, however, that for
purposes of determining the present value of any lump sum payout
in Plan Years beginning after December 31, 1984: (1) for amounts
not in excess of $25,000 the interest assumption shall be the
rate that would have been used by the Pension Benefit Guaranty
Corporation ("PBGC") as of the distribution date for purposes of
determining the present value of a lump sum distribution on
termination of a plan; (2) if the lump sum payout exceeds $25,000
using the PBGC rate, the interest assumption shall be 120 percent
of the PBGC rate.

     SECTION 2.3  "Actuary" means an enrolled actuary selected by
the Committee.

     SECTION 2.4  "Affiliated Company" means (1) a member of an
affiliated service group within the meaning of Code section
414(m) of which the Employer is a member; (2) a member of a
controlled group of corporations of which the Employer is a
member; (3) an unincorporated business which is part of a group
of trades or businesses (whether or not incorporated) under
common control with the Employer as determined pursuant to
section 414(c) of the Code, or (4) any other entity with which
the Employer must be aggregated pursuant to section 414(o) of the
Code.  For purposes of this Section, a controlled group of
corporations means a group defined under section 1563(a) of the
Code determined without regard to Code sections 1563(a)(4) and
1563(e)(3)(C).

     SECTION 2.5  "Annuity Starting Date" means the first day of
the month with respect to which a retirement income payment is
payable under the Plan.
<PAGE>
 
     SECTION 2.6  "Beneficiary" means, in the case of a married
Participant, the Participant's surviving spouse.  If the
Participant is not married or if the surviving spouse of a
married Participant waives the spouse's right to any death
benefit, Beneficiary means any person (including a trustee)
specified by the terms of this Plan to receive any death benefit
which shall be payable under this Plan.

     SECTION 2.7  "Board" means the Board of Directors of
Frontier Corporation or any committee of the Board of Directors
authorized to act on behalf of the Board.  Any such Board
committee shall be composed of at least three members of the
Board of Directors.  As used in this Plan the term "Board-appointed 
committee" means any other committee appointed by the
Board which need not be comprised of at least three Board members
but may include or consist entirely of management personnel who
are not members of the Board.

     SECTION 2.8  "Break in Service" means that an Employee fails
to complete more than 500 Hours of Service during an Eligibility
Computation Period or a Plan Year, whichever is applicable.

     SECTION 2.9  "Code" means the Internal Revenue Code of 1986,
as amended from time to time.

     SECTION 2.10  "Committee" means the Employees' Benefit
Committee appointed by the Board pursuant to Article X to
administer the Plan.

     SECTION 2.11  "Compensation" means the total of an
Employee's annual base rate of pay (including any differentials
for acting assignments, team leader or shift differential),
bonuses and commissions paid by the Employer during a Plan Year
for services actually rendered by the Employee to the Employer. 
For any Employee who is participating in the Employer's
Employees' Retirement Savings Plan or Tel Flex Plan, the term
Compensation shall include amounts contributed to such plans on
behalf of the Employee pursuant to a salary reduction agreement. 
Compensation does not include contributions to this Plan or any
other plan of deferred compensation other than employee tax-
<PAGE>
 
deferred contributions to the Employees' Retirement Savings Plan,
nor does it include any types of extra remuneration (except the
bonuses or commissions included in the first sentence above) of
whatever nature or an Employee's compensation in excess of
$150,000 (adjusted for cost of living increases under the Code)
per year.

     In determining the $150,000 Compensation limit of any
Participant who is a five percent owner or one of the ten most
highly compensated Highly Compensated Employees of the Employer,
the Participant, the Participant's spouse and the Participant's
lineal descendants who have not attained age 19 before the close
of the Plan Year (the "family unit") shall be treated as a single
employee.  If the actual aggregate compensation of all members of
this family unit equals or exceeds $150,000 (as adjusted for cost
of living increases) in a Plan Year, the $150,000 shall be
allocated pro rata among all members of the family unit as their
Compensation for the Plan Year.  If any Participant's Accrued
Benefit for Plan Years prior to the effective date of the Code
Section 401(a)(17) compensation limit took into account
compensation in excess of the 401(a)(17) compensation limit, such
Participant's Accrued Benefit shall be determined pursuant to the
rules described in Treasury Regulation Sec. 1.401(a)(17)-1(e).

     SECTION 2.12  "Contingent Annuitant" means the person
designated by a Participant to receive lifetime monthly
retirement income payments after his death in accordance with
Article VI.

     SECTION 2.13  "Deferred Retirement Date" means the first day
of the month next following the month in which a Participant
actually retires after his Normal Retirement Date.

     SECTION 2.14  "Disability" means a physical or mental
condition which, in the judgment of the Committee, based on
medical reports and other evidence satisfactory to the Committee,
will permanently prevent an Employee from satisfactorily
performing his usual duties for the Employer.
<PAGE>
 
     SECTION 2.15  "Early Retirement Date" means the first day of
the month next following the month in which a Participant retires
prior to Normal Retirement Age pursuant to Section 5.2 or Section
5.3.

     SECTION 2.16  "Election Period" means the period of time
during which a Participant can elect, with the consent of his
spouse, to waive the Qualified Joint and Survivor Annuity or the
Qualified Pre-Retirement Survivor Annuity or can elect to revoke
such a waiver.  In the case of a Qualified Joint and Survivor
Annuity, the Election Period is the 90 day period preceding the
Annuity Starting Date.  In the case of a Qualified Pre-Retirement
Survivor Annuity the Election Period begins on the first day of
the Plan Year in which a Participant attains age 35 and ends on
the date of the Participant's death.

     SECTION 2.17  "Eligibility Computation Period" means the
twelve-consecutive-month period beginning with an Employee's
Employment Date and each anniversary thereof.

     SECTION 2.18  "Employee" means any individual who is
employed by Frontier Corporation or who is within a class of
employees designated as an eligible employee in any adoption
agreement of an Affiliated Company which may adopt this Plan in
accordance with Section 16.4.

     SECTION 2.19  "Employer" means Frontier Corporation, its
predecessor or successor, and any Affiliated Company which,
pursuant to Section 16.4, has adopted this Plan for the benefit
of some or all of its employees.  If this Plan is adopted by one
or more Affiliated Companies, the term "Employer" means either
one or more of the adopting companies acting individually or
collectively as the context requires.

     SECTION 2.20  "Employment Date" means the date on which an
Employee first performs an Hour of Service for the Employer or an
Affiliated Company.
<PAGE>
 
     SECTION 2.21  "ERISA" means the Employee Retirement Income
Security Act of 1974 as amended from time to time and regulations
issued thereunder.

     SECTION 2.22  "Former Participant" means a Participant whose
employment with the Employer has terminated, and who has a vested
benefit under the Plan which has not been paid in full.

     SECTION 2.23  "Hour of Service" means each hour for which an
Employee is paid, or entitled to payment, during an applicable
computation period in accordance with the following:

     (a)  Performance of Services.  An Hour of Service shall be
credited for each hour that an Employee is paid or entitled to
payment for the performance of services for the Employer.

     (b)  Leaves of Absence, etc.  An Hour of Service shall be
credited for each hour during which no duties are performed but
for which an Employee is paid or entitled to payment by the
Employer (whether or not the employment relationship has
terminated) for any other purpose, including without limitation
payment due to vacation, holiday, illness, disability, layoff,
jury duty or Leave of Absence.  Credit shall also be given for
any maternity or paternity leave (i.e., pregnancy of the
Employee, birth or adoption of the Employee's child, or caring
for the Employee's child immediately following birth or adoption)
taken by an Employee.  No more than 501 Hours of Service shall be
credited under this provision, however, to an Employee on account
of any single continuous period during which no services are
performed for the Employer.  In addition, no Hours of Service
shall be credited with respect to payments made under a plan
maintained by the Employer solely for complying with applicable
workers' compensation, or disability insurance laws or to
payments which reimburse an Employee for medical or
medically-related expenses.

     (c)  Back pay.  To the extent not credited for either of the
preceding purposes, an Employee shall be credited with an Hour of
Service for each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the
<PAGE>
 
Employer.  If back pay is made with respect to one of the
purposes set forth in provision (b) above, the number of
creditable Hours of Service shall be subject to the limitations
set forth in that provision.

     (d)  Computation and Crediting of Hours.  The Committee
shall determine the number of creditable Hours of Service in any
computation period on the basis of any records kept by the
Employer that accurately reflect Hours of Service.  If any
payments (including back pay awards) relate to any period for
which no duties are performed, the number of creditable Hours of
Service shall equal the number of regularly scheduled working
hours upon which the payment is based.  If the payment is not
calculated on the basis of units of time for which the hours may
be determined, the number of creditable Hours of Service shall be
equal to the amount of the payment divided by the Employee's most
recent hourly rate of compensation before the period during which
no duties are performed.  In no event, however, shall an Employee
be credited with a greater number of Hours of Service than the
number of regularly scheduled hours for the performance of
services during the applicable period.

     Hours of Service shall be credited to the computation period
in which the services were performed, the period to which
payments are made when no services are performed, or the period
to which back pay awards relate, whichever is applicable.  Hours
of Service pursuant to maternity/paternity leave shall be
credited to the Employee in the Plan Year in which the absence
from work begins only if the additional hours afforded would
prevent the Participant from incurring a one year Break in
Service; otherwise these hours shall be credited to the
Participant in the Plan Year immediately following the date the
Participant begins his absence from work.  The crediting of Hours
of Service for reasons other than the performance of services and
the crediting of Hours of Service to computation periods shall be
made in accordance with 29 C.F.R. sections 2530.200b-2(b) and (c)
which are hereby incorporated by this reference.
<PAGE>
 
     (e)  Alternative Method of Crediting Hours.  In lieu of
counting an Employee's actual number of Hours of Service during
any computation period, the Committee shall credit each Employee
who earns at least one Hour of Service during any week of
employment with 45 Hours of Service for each such week.

     (f)  Military Service.  An Hour of Service shall be credited
for each hour of the normally scheduled work hours for each day
during any period the Employee is on leave of absence from an
Employer or any Affiliated Company for military service with the
Armed Forces of the United States, but not to exceed the period
required under the law pertaining to veterans' reemployment
rights; provided that if he fails to report for work at the end
of such leave during which he has employment rights, he shall not
receive credit for hours on such leave.

     SECTION 2.24  "Investment Manager" means any individual or
corporation selected by the Board or by any Board-appointed
committee having the authority to select such person who (i) is
registered as an investment adviser under the Investment Advisers
Act of 1940; or (ii) is a bank, as defined in that Act; or (iii)
is an insurance company qualified to manage, acquire or dispose
of plan assets under the laws of more than one state and each
individual or corporation acknowledges in writing that he or the
corporation, as the case may be, is a fiduciary with respect to
the Plan.

     SECTION 2.25  "Leased Employee" means any person (other than
an employee of the Employer) who pursuant to an agreement between
the Employer and any other person (the "leasing organization")
has performed services for the Employer (or for the Employer and
related persons determined in accordance with section 414(n)(6)
of the Code) on a substantially full time basis for a period of
at least one year, and such services are of a type historically
performed by employees in the business field of the Employer. 
Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services performed
for the Employer shall be treated as provided by the Employer.  
<PAGE>
 
     A Leased Employee shall not be considered an employee of the
Employer if:  (i) such employee is covered by a money purchase
pension plan providing:  (1) a nonintegrated employer
contribution rate of at least 10 percent of compensation, as
defined in section 415(c)(3) of the Code, but including amounts
contributed by the Employer pursuant to a salary reduction
agreement which are excludable from the employee's gross income
under section 125, section 402(a)(8), Section 402(h) or section
403(b) of the Code, (2) immediate participation, and (3) full and
immediate vesting; and (ii) Leased Employees do not constitute
more than 20 percent of the Employer's Non-highly Compensated
Employee workforce.

     SECTION 2.26  "Leave of Absence" means any leave formally
granted in conformity with the rules of the Employer, as adopted
from time to time, and leave on account of continued Disability
following the expiration of a period of disability benefits.  A
Leave of Absence for a period not exceeding one month, except a
leave following the expiration of disability benefits, will be
granted automatically in accordance with the rules of the
Employer without approval of the Committee.  The period of
absence shall be credited in computing the Employee's Hours of
Service and the Employee shall be eligible for all benefits
during his absence.  A Leave of Absence for any period in excess
of one month shall not be effective unless approved in writing by
the Committee and in any case in which approval is given, the
Committee shall indicate the effect of such leave on the
Employee's entitlement to benefits.  An Employee's absence
following the expiration of a period of disability benefits shall
be considered as a separation from service unless the Employee is
granted a Leave of Absence by the Committee.  The Committee may
deem such absence to be an approved Leave of Absence, however, if
satisfactory evidence is furnished that a Disability was
continuous during the entire period of absence.

     SECTION 2.27  "Normal Retirement Age" means 65.  Effective
for Plan Years beginning after December 31, 1987, Normal
Retirement Age means the later of age 65 or the fifth anniversary
of the Participant's commencement of participation in the Plan.
<PAGE>
 
     SECTION 2.28  "Normal Retirement Date" means the first day
of the month coincident with or next following a Participant's
Normal Retirement Age.

     SECTION 2.29  "Participant" means an Employee participating
in this Plan in accordance with the provisions of Section 3.1.

     SECTION 2.30  "Plan" means the Frontier Corporation
Management Pension Plan as set forth herein, as amended from time
to time.

     SECTION 2.31  "Prior Plan" means the Frontier Corporation
Management Pension Plan as in effect on December 31, 1986.

     SECTION 2.32  "Qualified Joint and Survivor Annuity" means
an annuity for the life of the Participant with a survivor
annuity for the life of the Participant's spouse which is 50
percent of the amount which is payable during the joint lives of
the Participant and his spouse.  The amount payable during the
joint lives of the Participant and his spouse shall be the
Actuarial Equivalent, determined on an individual Participant
basis, of the amount otherwise payable to the Participant as a
life annuity in accordance with the applicable benefit formula of
Article IV, provided that in no event shall any reduction from
the life annuity exceed 10 percent of the life annuity amount. 
If the Participant's spouse predeceases the Participant, the
benefits thereafter payable to the Participant shall revert to
the unreduced amount to which the Participant is entitled in
accordance with the applicable benefit formula of Article IV.
     
     SECTION 2.33  "Qualified Pre-Retirement Survivor Annuity"
means an annuity for the surviving spouse of a Participant in an
amount equal to the amount payable to such surviving spouse if
benefits had been paid as a Qualified Joint and Survivor Annuity. 
If the Participant dies after his Early Retirement Date the
benefit amount shall be determined as if the Participant had
retired with an immediate Qualified Joint and Survivor Annuity on
the day before his death.  In the case of a Participant who has
any vested Accrued Benefit and who dies on or before his Early
Retirement Date, the benefit amount shall be calculated as if he
had (a) separated from service on his date of death; (b) survived
<PAGE>
 
to his Early Retirement Date; (c) retired with an immediate
Qualified Joint and Survivor Annuity on his Early Retirement
Date; and (d) died on the day after what would have been his
Early Retirement Date.

     SECTION 2.34  "Trust" or "Trust Fund" means the Frontier
Corporation Pension Fund (the "Pension Fund") or the Frontier
Corporation Second Pension Fund (the "Second Pension Fund") or
both as the context may require, maintained in accordance with
the terms of the trust agreement, as from time to time amended,
which constitutes a part of this Plan.  The Pension Fund and
Second Pension Fund constitute common trust funds for the
Employer's Management Pension Plan, Craft Pension Plan-I and
Craft Pension Plan-II, all of which funds are available to pay
benefits under any of the three plans.

     SECTION 2.35  "Trustee" means Boston Safe Deposit and Trust
Company or any other trustee appointed by the Board to administer
the Trust.

     SECTION 2.36  "Year" or "Plan Year" means the
twelve-consecutive-month period ending each December 31.  The
Plan Year shall be the accrual computation period, the vesting
computation period and the limitation year as these terms are
used in regulations issued pursuant to ERISA.

     SECTION 2.37  "Year of Service" means any Eligibility
Computation Period or Plan Year during which an Employee
completes at least 1,000 Hours of Service with the Employer or
with an Affiliated Company.  A Participant shall also be given
credit for each month of service not included in a period for
which a Year of Service has been earned under the 1000 hour rule,
subject to the following:

     -    the Participant must have worked at least 140 Hours of
          Service in the month;

     -    the service must have been performed before the
          Participant commenced participation in this Plan;
<PAGE>
 
     -    the service must have been performed for Frontier
          Corporation but not already credited under any defined
          benefit plan of Frontier Corporation or any Affiliated
          Company; and

     -    the service will be credited only to calculate the
          amount of a Participant's entitlement to an early or
          normal retirement service pension.

     A Participant whose last day of work at Frontier Corporation
was February 5, 1993 shall also be given credit for each month of
service not included in a period for which a Year of Service has
been earned under the 1,000 hour rule.  For purposes of
determining a Participant's Accrued Benefit, of applying the
Plan's benefit formula and of determining the length of service
needed for receiving an unreduced benefit, the term Year of
Service shall include only those periods of time during which
either (1) the Employer or an Affiliated Company maintained this
Plan or (2) service credit is granted pursuant to the transfer
policy in Section 4.3.

     SECTION 2.38  The masculine gender whenever used shall
include the feminine and the singular shall include the plural,
unless the context clearly indicates the contrary.

             ARTICLE III - Participation and Service

     SECTION 3.1  Eligibility.   Every management Employee shall
be eligible to become a Participant on the first day of the month
after he meets the following age and service requirements: 
attains age 21; and completes one Year of Service during his
Eligibility Computation Period.  An Employee who satisfies the
age and service requirements of this Section but who separates
from the service of the Employer prior to his entry date is not
entitled to become a Participant on that entry date.  In the
discretion of the Committee, an individual who is a management
employee of Frontier Corporation but who is assigned to an
Affiliated Company that has not adopted this Plan may participate
in the Plan under such arrangements as the Committee may
prescribe.
<PAGE>
 
     Notwithstanding the above, this Plan does not cover any
Employee who (1) is in a unit of employees covered by a
collective bargaining agreement unless such agreement provides
for the application of this Plan to the employees in such unit,
(2) is not in a collective bargaining unit but is in a non-exempt
hourly status, (3) is a temporary employee, or (4) is a Leased
Employee.

     SECTION 3.2  Inactive Status.   Any Participant who fails to
complete 1,000 Hours of Service with the Employer in any Plan
Year shall be treated as an inactive Participant for that Plan
Year and shall not accrue a benefit for that Year.  In the event
such Participant completes 1,000 Hours of Service with the
Employer in a subsequent Plan Year, he shall revert to active
status with full rights and privileges under the Plan restored as
of that Year.

     SECTION 3.3  Participation and Service upon Reemployment. 
Participation in the Plan shall cease as of the last day of the
Plan Year in which a Participant has both terminated his
employment with the Employer and has incurred a Break in Service,
as this term is defined in Article II.

     Upon the reemployment of any person who had previously
separated from the service of the Employer and suffered a Break
in Service, the following rules shall apply in determining his
participation in the Plan and his credit, if any, for Years of
Service completed prior to termination:

     (a)  Participation:  If the reemployed Employee had
satisfied the eligibility requirements of Section 3.1 (whether or
not he had become a Participant) prior to suffering a Break in
Service, he may become a Participant immediately upon his date of
rehire.

     If the reemployed Employee had not satisfied either the age
or service requirements prior to suffering a Break in Service, he
must meet the requirements of Section 3.1 for participation in
the Plan as if he were a new Employee.  The date of rehire shall
for this purpose be the Employee's new Employment Date.  If he
had completed the service requirement prior to his Break in
<PAGE>
 
Service he may become a Participant on the first day of the month
after satisfying the Plan's age requirement on or following his
date of rehire.

     (b)  Vesting credit for prior Years of Service:  In the case
of a Participant whose prior employment terminated at a time when
any portion of his Accrued Benefit had vested, all Years of
Service attributable to his prior period of employment shall be
reinstated as of the date of his reparticipation.

     In the case of a reemployed Employee who was not a
Participant in the Plan during his prior period of employment or
whose prior employment terminated at a time when no portion of
his Accrued Benefit had become vested, any Years of Service
attributable to his prior period of employment shall be restored
except in those cases where the number of consecutive one-year
Breaks in Service equals or exceeds the greater of (1) five or
(2) the aggregate number of pre-break Years of Service.  However,
any rehired Employee who completes five Years of Service
following his date of rehire shall be credited with all pre-break
Years of Service.

                    ARTICLE - Benefit Formula

     SECTION 4.1  Calculation of Benefit.   The annual rate of 
retirement income benefit commencing on a Participant's Normal
Retirement Date shall be the sum of (1) and (2) where (1) equals
1.39 percent times the Participant's Years of Service times the
Participant's average annual Compensation during the five
consecutive Years of Service during which the Participant was
paid the highest annual Compensation, but not to exceed the
Social Security Wage Base in effect during the calendar year
preceding retirement; and (2) equals 1.54 percent times the
Participant's Years of Service times the average of his last five
years of Compensation preceding retirement in excess of the
Social Security Wage Base in effect during the calendar year
preceding retirement.  The five year average compensation factor
used in (1) above shall be the higher of the average obtained
using calendar years of service or the average obtained using 
12-consecutive-month years of service ending on a Participant's date
of retirement or any anniversary thereof.
<PAGE>
 
     In applying this formula with respect to any Participant
whose Compensation includes amounts he has contributed to the
Employer's Employees' Retirement Savings Plan, all such employee
tax-deferred contributions shall be deemed to be Compensation in
excess of the Social Security Wage Base.

     This formula benefit is computed on the basis of the benefit
being payable in the form of an annuity for the life of the
Participant with no further payments after his death.  The actual
amount of accrual or monthly benefit shall depend on the actual
form of payment being paid in accordance with Article VI which
shall, in any event, be a benefit of actuarially equivalent value
of the rate determined under this Section 4.1.

     SECTION 4.2  Accrued Benefit.   A Participant's Accrued
Benefit at any particular point in time shall equal his Section
4.1 formula benefit based upon his Compensation and Years of
Service as of the date such Accrued Benefit is being determined.

     SECTION 4.3  Transfer Policy.   (a) Where the Code Treats
this Plan and Another Plan as a Single Plan.  This subsection (a)
applies where a Participant in this Plan transfers to or from
another defined benefit plan whose assets are considered to be a
part of the assets of this Plan pursuant to the rules of Code
section 414(1).  In this event, the Participant's entitlement to
receive benefits, and the level of such benefits, from either
this Plan or the other plan shall be determined in accordance
with the benefit formula of the plan in which the Participant
then participates actively, taking into account all of his
service and Compensation under both plans.  No benefit shall be
payable from the plan in which the Participant is not then
active.  In no event, however, shall the Participant's benefit
from either plan be less than the accrued benefit he had earned
under the other plan.

     (b)  Where the Code Does Not Treat this Plan and Another
Plan as a Single Plan.  If a Participant ceases to be an active
Participant in this Plan because he has been transferred to the
employ of an Affiliated Company that maintains a defined benefit
pension plan, his Accrued Benefit under this Plan together with 
<PAGE>
 
an allocable portion of the Plan's assets shall be transferred to
the plan maintained by the Affiliated Company.  The transfer of
assets and liabilities shall be made at such time and pursuant to
such terms and conditions as the Committee may determine in
accordance with applicable law.

     If an Employee who becomes an active Participant in this
Plan has an accrued benefit under a defined benefit pension plan
maintained by an Affiliated Company, the Committee shall accept a
transfer of such accrued benefit together with an allocable
portion of the other plan's assets at such time and pursuant to
such terms and conditions as the Committee may determine in
accordance with applicable law.  In the event of such transfer,
the Participant's benefits shall be determined pursuant to the
terms of this Plan taking into account all of the Participant's
compensation and service credited under the Affiliated Company's
plan as of the date of transfer.  If this Plan has a career pay
formula, current and future benefit accruals shall be determined
under this Plan's formula while a Participant's past service
benefit shall equal the accrued benefit transferred to the Plan.

     In no event shall a Participant's Accrued Benefit under this
Plan be less than the accrued benefit he earned under the
Affiliated Company's plan as of the date such benefit is
transferred to this Plan, including early retirement benefits,
retirement-type subsidies and optional forms of benefits, all as
determined pursuant to Code section 411(d)(6) and regulations
thereunder.

     A Participant in this Plan shall be credited with all Years
of Service with the Employer and with any Affiliated Company for
purposes of eligibility, vesting and entitlement to benefits,
whether or not the Participant had an accrued benefit in another
plan that has been transferred to this Plan.

     (c)  Transfers from Upstate Partners.  A Participant may
elect to transfer his accrued benefit from the Upstate Partners
Pension Plan to this Plan in accordance with the terms of the
Upstate plan.  In this event, the Participant shall be credited
for all purposes under this Plan with all service and
compensation he has with both the Employer and, to the extent
<PAGE>
 
taken into account in determining his accrued benefit, the
Upstate Partners.  The Participant's Accrued Benefit shall be
determined under the terms of this Plan taking into account such
aggregate service and compensation provided that in no event
shall the Accrued Benefit be less than the aggregate of the
accrued benefit transferred from the Upstate Partners Pension
Plan plus the Accrued Benefit under the Plan, if any, immediately
preceding the transfer of the accrued benefit from the Upstate
Partners Pension Plan to this Plan.

              ARTICLE V - Retirement Income Benefits

     SECTION 5.1  Normal Retirement.   A Participant who retires
upon reaching his Normal Retirement Age shall be 100 percent
vested in the retirement income benefit calculated pursuant to
Section 4.1.  This benefit shall commence on the Participant's
Normal Retirement Date unless a later date is chosen in
accordance with the provisions of Section 6.4 and shall be paid
in the form selected pursuant to the provisions of Article VI.

     SECTION 5.2  Unreduced Early Retirement Benefit.   A
Participant who reaches age 55 and completes at least 20 Years of
Service or who completes at least 30 Years of Service, regardless
of his age, may elect early retirement.  The amount of his early
retirement benefit shall be determined in accordance with Article
IV using the Participant's relevant service and Compensation as
of his Early Retirement Date.  This benefit shall be payable on
the Participant's Early Retirement Date without reduction to take
account of its being paid prior to Normal Retirement Age.

     SECTION 5.3  Reduced Early Retirement Benefit.   Each
Participant who reaches age 50 but not 55 and who has 
completed at least 25 Years of Service may also elect early
retirement.  The amount of this benefit shall be determined in
accordance with Article IV using the Participant's relevant
service and Compensation as of his Early Retirement Date.  If the
benefit is payable prior to age 55 it shall be reduced by 0.5
percent for each calendar month or part thereof by which his age
at termination of employment is less than 55 years.
<PAGE>
 
     SECTION 5.4  Deferred Retirement.   For Plan Years ending
before January 1, 1988, any Participant who continues in
employment after reaching his Normal Retirement Age shall receive
a benefit commencing on the first day of the month following his
actual retirement date which shall be equal to the benefit he
would have received had he retired at Normal Retirement Age. 
This benefit shall be computed using the Section 4.1 formula in
effect on the Participant's Normal Retirement Age, using the
Participant's Compensation and service as of such Normal
Retirement Age.  No actuarial adjustment shall be made to account
for the benefit payments commencing after Normal Retirement Age.

     A Participant who has at least one Hour of Service in any
Plan Year beginning after December 31, 1987, and who retires
after reaching his Normal Retirement Age, shall receive a benefit
equal to the Section 4.1 formula benefit, using for this purpose
the Participant's service and Compensation figures as of his
actual retirement date.  No actuarial adjustment shall be made to
account for the benefit payments commencing after Normal
Retirement Age.

     The actual benefit paid to the Participant shall be in the
form selected pursuant to the provisions of Article VI.

     SECTION 5.5  Disability Benefit.   A Participant who suffers
a Disability and is eligible to receive benefits under the
Employer's Long Term Disability Benefit Plan shall be entitled to
receive a benefit beginning upon cessation of benefits under the
Long Term Disability Benefit Plan at or after the Participant's
Normal Retirement Date.  The amount of this benefit shall be
equal to the greater of the amount payable under Section 5.1 or
the amount calculated pursuant to the benefit formula of Section
4.1 taking into account the following factors:

-    Notwithstanding the limitations of Sections 2.23(b) and
     2.36, a Year of Service shall be credited to the Participant
     for each Plan Year during which any benefits are payable to
     the Participant under the Long Term Disability Benefit Plan
     but no service credit shall be granted for any Year after
     the Year in which the Participant reaches age 65.
<PAGE>
 
-    Compensation shall be determined on the basis of
     remuneration paid to the Participant prior to the
     commencement of benefits under the Long Term Disability
     Benefit Plan.

-    The maximum benefit provided using the foregoing service and
     compensation assumptions cannot exceed the level of benefits
     being paid to the Participant under the Long Term Disability
     Benefit Plan.

     SECTION 5.6  Deferred Vested Benefit.   A Participant who
has five or more Years of Service and terminates employment
before he is eligible for a normal or an early retirement benefit
shall be entitled to receive a deferred vested benefit, provided
that for Plan Years ending before January 1, 1989, ten or more
Years of Service are required for a deferred vested benefit.  The
amount of this benefit shall be equal to the Participant's
Accrued Benefit as of his termination date.

     The deferred vested benefit shall be paid commencing on what
would have been the Participant's Normal Retirement Date unless
it is cashed out earlier in accordance with Section 5.7 or, at
the Participant's election, is paid at what would have been the
Participant's Early Retirement Date, providing that the
Participant has sufficient service and has reached the age or
ages prescribed in Sections 5.2 or 5.3, whichever is applicable. 
If a Participant elects to have his deferred vested benefit paid
prior to Normal Retirement Age, the monthly benefit shall be
reduced to the Actuarial Equivalent of the benefit which would
have been payable at his Normal Retirement Date.

     SECTION 5.7  Cash out of Accrued Benefit.   If a Participant
terminates participation in the Plan at a time when the present
value of his nonforfeitable Accrued Benefit attributable to
Employer contributions is $3,500 or less, the present value of
the benefit shall be paid in a lump sum in cash within one year
of termination of participation.  Unless the Participant makes a
repayment of the cashout distribution as provided below, all
years of participation to which the cashout relates shall be
disregarded in any subsequent determination of his Accrued
Benefit under Article IV.
<PAGE>
 
     If an individual to whom this cashout provision applies
later resumes participation in the Plan, he may repay the full
amount of the cashout distribution plus interest from the date of
distribution to the date of repayment, compounded annually at the
rate required under Code section 411(c)(2)(C).  If such repayment
is made before the Participant has five consecutive one year
Breaks in Service beginning after the distribution, the Accrued
Benefit previously disregarded shall be restored.

     No cashout shall be permitted under this Plan if the present
value of a Participant's Accrued Benefit exceeds $3500.

     SECTION 5.8  Normal Retirement Benefit.   The amount of the
normal retirement benefit provided shall be the greater of what a
Participant or Former Participant could have received under the
early retirement provisions of the Plan or the benefit commencing
at his Normal Retirement Date.

     SECTION 5.9  Benefits Not Affected by Subsequent Social
Security Changes.   Any benefits which are
being paid to a Participant, Former Participant, Beneficiary or
Contingent Annuitant under this Plan and the vested benefit of a
Participant or Former Participant who has separated from the
service of the Employer shall not be decreased by reason of any
post-separation increase in the benefit levels or the wage base
under Title II of the Social Security Act effective after the
later of September 2, 1974, or the date of first receipt of any
benefit provided by this Plan.  In the case of a Participant who
separates from the service of the Employer with a vested benefit
and who returns to employment and participation in the Plan, his
vested benefit shall not be decreased by reason of any
post-separation increase in Social Security benefit levels or the
wage base effective after September 2, 1974, and during
separation from service which would decrease the benefits to
which he would have been entitled had he not returned to service
after  his separation.

     SECTION 5.10  Maximum Benefit.   The maximum annual benefit
(i.e., the benefit computed under Article IV) payable under this
Plan and all other defined benefit plans of the Employer shall be
<PAGE>
 
limited to the maximum amounts permitted under Code section 415. 
In general, section 415 limits a Participant's annual benefit to
the lesser of $90,000 or the Participant's average annual
compensation during the three consecutive Years of Service as a
Participant affording the highest such average, or during all
years if less than three.  If the Participant has not completed
ten years of participation, such maximum annual dollar benefit
shall be reduced in the ratio which the number of his years of
participation bears to ten; if the Participant has less than 10
years of service with the Employer, the compensation limit shall
be reduced by one-tenth for each year of service (or part
thereof) less then ten.  The maximum dollar limitation applies to
a benefit payable at the Social Security retirement age and shall
be adjusted in accordance with cost of living increases in the
amount determined by the Commissioner of Internal Revenue.

     For any benefit payment which is to commence after the
Social Security retirement age, the maximum dollar limitation
shall be the actuarial equivalent of the maximum dollar
limitation at the Social Security retirement age.  In computing
actuarial equivalency, the interest assumption shall be the
lesser of five percent or the percent specified in the Plan's
definition of Actuarial Equivalent.

     For any benefit payment which is to commence before the
Social Security retirement age, the maximum dollar limitation
shall be reduced in accordance with this paragraph.  The dollar
limitation for a Participant who has reached age 62 but not the
Social Security retirement age shall be reduced by 5/9 of 1
percent for each month by which benefits commence before the
month in which the Participant attains age 65 (assuming this is
the Participant's Social Security retirement age).  If the
Participant's Social Security retirement age exceeds 65, the
dollar limit shall be reduced by 5/9 of one percent for each of
the first 36 months and 5/12 of 1 percent for each additional
month that the date the Participant's Annuity Starting Date
precedes his Social Security retirement age.  For persons who
retire prior to age 62 pursuant to the early retirement
provisions of Sections 5.2 and 5.3 the maximum dollar limitation
shall be further reduced for months prior to age 62 on an
actuarial basis, using for this purpose an interest assumption of
<PAGE>
 
5 percent and the 1984 George B. Buck Mortality Table assuming a
blend of 55 percent male and 45 percent female.  The dollar
limitation for any other benefits paid prior to age 62 shall be
reduced actuarially for months prior to age 62 using the
Actuarial Equivalent assumptions set forth in Section 2.2 of this
Plan.

     Notwithstanding the foregoing, if a Participant's annual
benefit does not exceed $10,000 and he had not at any time
participated in a defined contribution plan maintained by the
Employer, he may receive the full amount of such retirement
income benefit without regard to the limitations provided in this
Section.

     For purposes of this Section, a Participant's compensation
means the total remuneration paid to the Participant by the
Employer during the Plan Year for personal services actually
rendered, after the application of any salary reduction agreement
the Participant may have entered into with the Employer,
excluding Employer contributions to this Plan or any other plan
of deferred compensation, amounts realized upon the exercise of a
stock option or the lifting of restrictions on restricted stock,
amounts realized upon a disqualifying disposition of stock
acquired pursuant to an ISO or other qualified stock option or
other amounts which receive special tax benefits provided in this
Section.

     If the maximum dollar limitation under this Section 5.10 and
under section 415 of the Code is increased in accordance with
cost of living adjustments pursuant to section 415, all benefits
in pay status that are subject to such limitation shall increase
to the maximum level permitted taking into account the cost of
living adjustment, provided that in no event shall the benefit be
increased to more than the benefit level calculated under this
Plan without regard to the Code's dollar limitation.

     SECTION 5.11  Limits for Combined Plans.   If a person
participates at any time in both a defined benefit plan and a
defined contribution plan ever maintained by the Employer or any
Affiliated Company, the sum of the defined benefit plan fraction
<PAGE>
 
and the defined contribution plan fraction for any Year may not
exceed 1.0.  For purposes of this Section, the defined
contribution plan fraction for any Year is the person's annual
additions, as defined in section 415 of the Code, in such Year
and all prior Years of Service over the lesser of the following
amounts for such Year and for each prior Year:  (a) 1.25 times
the dollar limitation of Code section 415(c)(1)(A) for the
pertinent Year or (b) 1.4 times the amount that could be
contributed under the percentage limitation of Code section
415(c)(1)(B) for the individual.  The defined benefit plan
fraction for any Year is the person's projected annual benefit
under all defined benefit plans maintained by the Employer and
any Affiliated Company over the lesser of the following amounts
for such Year and for each prior Year:  (a) 1.25 times the dollar
limitation of Code section 415(b)(1)(A) for the pertinent Year or
(b) 1.4 times the amount that could be taken into account under
the percentage limitation of Code section 415(b)(1)(B) for the
individual.

     In the case of a Participant in the Plan as of the
limitation year beginning January 1, 1987, the limitations of
this Section 5.11 and of Section 5.10 shall not require a
reduction in the Participant's Accrued Benefit earned as of the
last limitation year ending December 31, 1986.  Excess Accrued
Benefits shall be eliminated as of the limitation year commencing
January 1, 1987.

     The Committee shall monitor the contributions and benefits
with respect to each Participant under all plans maintained by
the Employer and any Affiliated Company. The Committee in its
discretion shall reduce any such contributions or benefits to
prevent the combined defined benefit plan and defined
contribution plan fractions from exceeding 1.0.

     SECTION 5.12  Suspension of Benefits.   Neither an eligible
Employee under Section 3.1 who continues working beyond Normal
Retirement Age nor an eligible Employee under Section 3.1 who has
commenced receiving Plan benefits and is subsequently reemployed
by the Employer shall be entitled to receive benefits from this
Plan during his period of employment with the Employer.  Any such
<PAGE>
 
withholding of benefits shall apply only with respect to any
month during which the Participant has 40 or more Hours of
Service with the Employer or an Affiliated Company which
maintains this Plan.

     The Committee shall notify each Participant to whom this
suspension applies by personal delivery or first class mail
during the first month in which payments are withheld that the
Participant's benefits are suspended.  Such notification shall
contain a description of the specific reasons why benefit
payments are being suspended, a general description and a copy of
this Section and a statement that the applicable Department of
Labor regulations may be found in section 2530.203-3 of Title 29
of the Code of Federal Regulations.

     A Participant whose benefits have been suspended in
accordance with this Section shall be entitled to have his
benefit payments commence or resume, as the case may be, as of
the first payment date following the Participant's cessation of
employment.  The amount of such payment shall be the greater of
(1) the benefit the Participant had been entitled to receive
immediately prior to the suspension provided for in this Section,
or (2) the benefit the Participant would be entitled to receive
upon his ultimate cessation of employment taking into account,
where required by the applicable benefits provisions, his service
and compensation figures during the suspension.  No actuarial
adjustment shall be made to account for the period of suspension
or the fact that benefits commence after Normal Retirement Age
except, in the latter case, as may be provided for in the
deferred retirement provisions of Section 5.4.

     SECTION 5.13  Notification to Participants of Benefits and
Reductions.   Once each Plan Year the Committee shall notify each
Participant of the following information concerning his
participation in the Plan:  (1) his Accrued Benefit under the
Plan; (2) the amount of his Accrued Benefit which is vested or,
if no benefits have vested, the earliest date on which benefits
can become vested; (3) any benefits that are forfeitable if the
Participant dies before a certain date; and (4) any reduction in
benefits required on account of the limits set forth in Sections
5.10 and 5.11 of the Plan.
<PAGE>
 
     SECTION 5.14  Subsidized Pre-ERISA Joint and Survivor
Annuity.   Effective with the first benefit payment payable on or
after July 1, 1989, benefits paid in the form of a joint and 
one-third survivor annuity to pre-ERISA retirees and to surviving
annuitants of pre-ERISA retirees shall be paid in the form of a
joint and 50 percent survivor annuity.  The benefit payable
during the joint lives of the retiree and the retiree's spouse
shall not be decreased actuarially to reflect the increase from
33 1/3 percent to 50 percent in the benefit payable to the
retiree's surviving annuitant.  In addition, any actuarial
reduction for the survivor option shall not exceed 10 percent of
the life annuity amount.  The increased benefits payable under
this Section shall apply only to future monthly payments.

     SECTION 5.15  Benefit Supplement for Retirees.   Except for
a person receiving a deferred vested benefit or a contingent
annuitant of such person, each individual receiving a pension
benefit or a disability pension benefit prior to January 1, 1990,
shall receive an increase in the amount of such benefit according
to the following schedule:

<TABLE>
<CAPTION>

  Year Benefit        Increase in
Payment Commenced   Benefit Payment
------------------------------------
<S>                 <C> 
prior to 1967            7.0%
 1967 - 1981             6.0%
 1982 - 1986             5.5%
 1987 - 1988             5.0%
     1989                2.0%
</TABLE>

The increase in benefits shall be effective with the first
benefit payment due on or after March 1, 1991, and shall continue
for as long as the recipient is entitled to receive Plan
benefits.

     In applying the foregoing schedule for retiree benefits, the
amount of the increase shall be based on the year in which
benefit payments to the retiree commenced.  For persons receiving
survivor annuity benefits, the increase shall be based on the
year in which the survivor annuity benefits commenced.
<PAGE>
 
     SECTION 5.16  Enhanced Retirement Option.   (a) Eligible
Participants.  This Section 5.16 provides enhanced benefits for
Participants who are employed by the Employer on December 28,
1990, and who, without application of the terms of this Section,
have at least 5 Years of Service on this date.  Notwithstanding
the foregoing, this Section does not cover persons who are on
pre-pension leave on December 28, 1990, or executive officers of
the Employer.

     (b) Increase in Accrued Benefit.  Each eligible
Participant's Accrued Benefit determined as of December 28, 1990
shall be calculated by adding 5 years to the Participant's actual
age on such date and by adding 5 Years of Service to the
Participant's actual Years of Service on such date.  All other
factors used in computing a Participant's Accrued Benefit on
December 28, 1990 shall be those actually in effect on this date. 
Any Participant who becomes entitled to receive a benefit from
the Plan on and after December 28, 1990, shall receive the higher
of his or her Accrued Benefit determined under this Section as of
such date or the benefit calculated in the normal fashion under
Article IV using relevant factors on the determination date
without the addition of the 5 years of age and service provided
for in this Section.

     (c)  Increase in Age and Service for Benefit Entitlement
Purposes.  As of December 28, 1990, each eligible Participant
shall have 5 years added to his or her actual age on such date
and 5 years to his or her actual Years of Service on such date
for purposes of determining eligibility to receive a normal or an
early retirement service pension under Sections 5.1, 5.2 or 5.3
of the Plan.  In determining whether a Participant has the
requisite age or service to retire on and after December 28,
1990, an eligible Participant shall be considered to have the
higher of his or her age and service as determined under this
provision on December 28, 1990 or his or her actual age and
service on the date the determination is made.

     (d)  One-time Supplement.  An eligible Participant who
voluntarily ceases active employment on December 28, 1990 and is
eligible immediately following any vacation and pre-pension leave
<PAGE>
 
for either a service or an early retirement service pension under
Sections 5.1, 5.2 or 5.3 (including a Participant who becomes
eligible for such pension by application of the preceding
provisions) shall have his or her monthly pension increased by 10
percent of the amount calculated after application of the
preceding provisions.  The 10 percent supplement shall be applied
to the benefit after any reduction for early retirement under
Section 5.3 but prior to any reduction for the Qualified Joint
and Survivor Annuity under Section 6.1.  Payment of the 10
percent supplement shall commence with the first pension payment
on or after December 28, 1990 and continue in effect until the
earliest of the following:

-    December 31, 1995

-    the day preceding the Participant's 65th birthday

-    the day the Participant returns to employment and becomes
     covered by this Plan

-    the Participant's death

The annual benefit payment under this subsection (d) shall not
exceed the 1990 Social Security maximum benefit.

     SECTION 5.17  Voluntary Pension Incentive.   A 7 1/2 percent
supplemental pension benefit shall be paid to Plan Participants
who satisfy all of the following criteria:

-    on November 30, 1992 the Participant is in the active employ
     of an Employer, is on pre-pension leave or is on vacation
     incident to pre-pension leave;

-    the Participant is not nor has ever been an executive
     officer of Frontier Corporation;

-    the Participant is entitled to receive either a service or
     an early retirement service pension under Sections 5.1, 5.2
     or 5.3 of the Plan after taking into account any accrued
     vacation or pre-pension leave to which he is entitled; and
<PAGE>
 
-    the Participant voluntarily chooses to retire and commences
     the retirement process on or before December 31, 1992.

The 7 1/2 percent supplement amount shall be determined by
multiplying 7 1/2 percent times the benefit amount to which the
Participant is entitled after any reduction for early retirement
under Section 5.3 but prior to any reduction for the Qualified
Joint and Survivor Annuity under Section 6.1.  Payment of the
supplement shall commence with the first monthly pension payment
made after December 31, 1992 and shall continue in effect until
the earliest of the following:

-    the completion of 60 monthly pension supplement payments;

-    the date a Participant is first eligible to receive
     unreduced old-age insurance benefits under Title II of the
     Social Security Act;

-    the Participant's death.

The annual benefit payment under this Section 5.17 shall not
exceed a Participant's annual unreduced old-age insurance
benefits under Title II of the Social Security Act calculated on
the assumption that a Participant has no FICA wages after the
date he commences receiving benefits under this Plan.

     SECTION 5.18  QDRO's.   Benefits shall be payable under this
Plan to an alternate payee pursuant to the terms of any qualified
domestic relations order.  The Committee has the responsibility
for determining if a domestic relations order is qualified and
whether its payment terms are consistent with the terms of the
Plan.

     SECTION 5.19  Enhanced Retirement Option.  (a) Eligible
Participants.   This Section 5.18 provides enhanced benefits for
Participants who are in the active employ of the Employer, on
January 3, 1994, including Participants on vacation, and who,
without application of the terms of this Section, have at least 5
Years of Service on this date.  Notwithstanding the foregoing,
this Section does not cover persons who on January 3, 1994 are on
pre-pension leave or who are executive officers of the Employer.
<PAGE>
 
     (b) Increase in Accrued Benefit.  Each eligible
Participant's Accrued Benefit determined as of January 3, 1994
shall be calculated by adding 5 years to the Participant's actual
age on such date and by adding 5 Years of Service to the
Participant's actual Years of Service on such date. 
Notwithstanding the above, an eligible Participant whose last day
of work is on or before March 31, 1994 shall have the additional
5 Years of Service added to his actual Years of Service
determined as of his or her retirement date.  All other factors
used in computing a Participant's Accrued Benefit on January 3,
1994 shall be those actually in effect on this date.  Any
Participant who becomes entitled to receive a benefit from the
Plan on and after January 3, 1994, shall receive the higher of
his or her Accrued Benefit determined under this Section as of
such date or the benefit calculated under other applicable Plan
provisions using relevant factors on the determination date
without the addition of the 5 years of age and service provided
for in this Section.

     (c) Increase in Age and Service for Benefit Entitlement
Purposes.  As of January 3, 1994, each eligible Participant shall
have 5 years added to his or her actual age on such date and 5
years to his or her actual Years of Service on such date for
purposes of determining eligibility to receive a normal or an
early retirement service pension under Sections 5.1, 5.2 or 5.3
of the Plan.  In determining whether a Participant has the
requisite age or service to retire on and after January 3, 1994,
an eligible Participant shall be considered to have the higher of
his or her age and service as determined under this provision on
January 3, 1994 or his or her actual age and service on the date
the determination is made.

     (d) Impact on Vesting.  Service credit granted under this
Section 5.19 shall not be taken into account for determining the
portion of a Participant's benefit that is vested.

              ARTICLE VI - Form of Benefit Payments

     SECTION 6.1  Normal Form of Payment.   The normal form of
payment of retirement income benefits shall be monthly
installments determined as follows:
<PAGE>
 
     (a)  Unmarried Participant.  If the Participant is not
married when he becomes eligible to receive any benefits under
this Plan, his retirement income benefit shall be payable in the
form of a straight life annuity.  Under such annuity, retirement
income payments will be made monthly during the Participant's
lifetime with no further payments on his behalf after his death.

     (b)  Married Participant.   If the Participant is married
when he becomes eligible to receive any benefits under this Plan,
the normal form of benefit shall be a Qualified Joint and
Survivor Annuity.  The amount of benefit payable in this form
shall be the Actuarial Equivalent of the benefit determined under
Article IV.

     (c)  Election of Optional Method of Payment.   In accordance
with the terms of this subsection, a Participant may elect not to
receive his benefit in the normal form of payment and elect
instead one of the optional forms of benefits set forth in
Section 6.2.  The Committee shall provide each Participant, not
less than nine months before his Early Retirement Date, a
retirement application form describing the normal and optional
forms of benefit payments, including their relative financial
effects in terms of dollars per annuity payment on the
Participant.  The form shall indicate the Participant's right to
waive a survivor annuity and his spouse's right to consent to
such waiver or refuse such consent.  This form shall provide a
place for the Participant to indicate his Annuity Starting Date,
the election of the normal or an optional method of payment and
his Beneficiary or Contingent Annuitant, whichever is applicable. 
The completed form shall be signed by the Participant and bear
the written consent of his spouse.  The spouse's consent shall
acknowledge the effect of the election and the form shall either
be notarized or be witnessed by a Plan representative and must be
returned to the Committee within the Election Period.  Failure to
obtain the spouse's consent or to designate an optional form of
payment or the revocation of a previously designated optional
method shall result in the Participant's receiving his benefits
in the normal form of payment unless another election is made
within the Election Period.
<PAGE>
 
     In the event of the death of a Participant before his Early
or Normal Retirement Date, no optional benefit shall be paid.

     SECTION 6.2  Optional Forms of Benefits.   The optional
benefits, all of Actuarial Equivalent value, which a Participant
may elect pursuant to Section 6.1(c) are as follows:

     OPTION A:  In the case of a married Participant, a straight
life annuity.

     OPTION B:  A reduced benefit payable during the
Participant's life equal to 90 percent of the benefit to which he
would otherwise be entitled with the provision that after his
death an income at one-half the rate of his reduced benefit
payable to his designated parent as Contingent Annuitant during
the parent's life.  If the parent predeceases the Participant,
the benefits thereafter payable to the Participant shall revert
to the unreduced amount to which he would have otherwise been
entitled.

     SECTION 6.3  Facility of Payment.   If the Committee shall
find that any person to whom a benefit is payable from the Plan
is unable to care for his affairs, any payment due (unless a
prior claim therefor shall have been made by a duly appointed
guardian, committee or legal representative) may be paid to the
spouse, child, parent or to any person deemed by the Committee to
have incurred expense for such person otherwise entitled to
payment.  Any such payment shall discharge the liability of the
Plan therefor.

     SECTION 6.4  Time of Benefit Payments.   In the event
benefits become payable to a Participant or, in the event of his
death, become payable to his Beneficiary, the Committee shall
consult with the Participant or his Beneficiary, as the case may
be, concerning the manner and the timing of benefit payments. 
Based on such consultation and any other pertinent factors, the
Committee in its sole discretion shall direct the Trustee in
writing concerning the manner and timing of benefits to the
recipient.  In any event, all distributions required under this
Section shall be determined and made in accordance with the
Income Tax Regulations under Code section 401(a)(9), including
<PAGE>
 
the minimum distribution incidental benefit requirement of
section 1.401(a)(9)-2 of the regulations, which regulations are
summarized generally in the following paragraphs.

     Unless the Committee in its discretion determines otherwise,
payments shall begin no later than the April 1 following the
calendar year during which the Participant dies, suffers a
Disability or reaches his Normal, Early or Deferred Retirement
Date, as the case may be, and has terminated employment with the
Employer or an Affiliated Company.  Notwithstanding the above,
benefit payments must commence no later than the April 1
following the calendar year in which a Participant attains age 70
1/2 even if he continues in employment with the Employer.  In no
event shall payments begin later than sixty days after the close
of the Plan Year in which the latest of the following occurs: 
(1) the Participant's attainment of age 65; (2) the termination
of the Participant's service with the Employer; (3) the 10th
anniversary of the Participant's commencement of participation in
this Plan; or (4) for a Participant who commences participation
in the Plan after age 60, the fifth anniversary of the
Participant's commencement of participation in this Plan; or (5)
the date specified in writing to the Committee by the Participant
(but not later than the year in which the Participant attains age
70 1/2).  Notwithstanding any direction by the Participant to the
contrary, all payments must be payable pursuant to a schedule
whereby the Participant's entire interest in the Plan is paid
over a period that does not extend beyond the life of the
Participant or over the lives of the Participant and any
individual he has designated as his Beneficiary (or over the life
expectancies of the Participant and his designated individual
Beneficiary).  In addition, unless the benefit is payable as a
Qualified Joint and Survivor Annuity with the Participant's
spouse as the contingent annuitant, the payment method selected
must provide that more than 50 percent of the present value of
the payments projected to be paid to the Participant and his
Beneficiary will be paid to the Participant during his life
expectancy.

     In the event of the death of a Participant, Former
Participant or Beneficiary while benefits are being paid under a
<PAGE>
 
schedule which meets the requirements of the preceding paragraph
payments shall continue over a schedule at least as rapid as the
period selected.  In the event of the death of a Participant or
Former Participant before benefit payments have commenced, any
death benefit shall be distributed within five years of death
unless the following conditions are met:

     (a)  payments are made to an individual Beneficiary
designated by the Participant;

     (b)  payments are made for the life of such individual
Beneficiary or over a period not extending beyond his life
expectancy; and

     (c)  payments commence within one year of death.

If the designated Beneficiary is the Participant's spouse,
payments may be delayed until the date the Participant would have
attained age 70 1/2.  If the spouse dies before payments begin,
the rules of this paragraph shall be applied as if the spouse
were the Participant.

     SECTION 6.5  Small Benefits.   In the case of a Participant
whose vested percentage is 100 percent and whose monthly
installments of retirement income would be less than $10, the
Committee may adopt alternate payment procedures in lieu of
making monthly installments, provided that a benefit of
actuarially equivalent value is paid.  In the case of a
Participant whose vested percentage is less than 100 percent, and
whose monthly installment of retirement income would be less than
$10, the Committee may adopt alternate payment procedures
consistent with the cash out rules of Section 5.7.

     SECTION 6.6  Rollovers from Plan.   This Section applies to
distributions made on or after January 1, 1993.  Notwithstanding
any provision of the Plan to the contrary that would otherwise
limit a Participant's election under this Section, a Participant
may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the Participant in a direct rollover.
<PAGE>
 
     An eligible rollover distribution is any distribution of all
or any portion of the balance to the credit of the Participant
except that an eligible rollover distribution does not include
any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually made for the
life (or life expectancy) of the Participant or the joint lives
(or joint life expectancies) of the Participant and the
Participant's designated Beneficiary, or for a specified period
of ten years or more, any distribution to the extent such
distribution is required under section 401(a)(9) of the Code: 
and the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to Employer securities).

     An eligible retirement plan is an individual retirement
account described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a
qualified trust described in section 401(a) of the Code, that
accepts the Participant's eligible rollover distribution. 
However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.

     A Participant includes an Employee or former Employee.  In
addition, the Employee's or former Employee's surviving spouse
and the Employee's or former Employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations
order, as defined in section 414(p) of the Code, are Participants
with regard to the interest of the spouse or former spouse.  A
direct rollover is a payment by the Plan to the eligible
retirement plan specified by the Participant.

                   ARTICLE VII - Death Benefits

     SECTION 7.1  Intent of Plan.   This Plan is designed
primarily to provide retirement income.  There are, however, the
circumstances set forth in the following Sections under which
death benefits are payable from this Plan.
<PAGE>
 
     SECTION 7.2  Contingent Annuity.   Upon the death of a
Participant who was receiving his benefit in the form of a
contingent annuity, his Contingent Annuitant shall receive the
payments designated for the Contingent Annuitant.

     SECTION 7.3  Pre-Retirement Spouse's Benefit.   Upon the
death of a married Participant before retirement but after
becoming vested in any part of his Accrued Benefit, his surviving
spouse shall be entitled to receive a Qualified Pre-Retirement
Survivor Annuity.  In the case of a Participant who had attained
his Early Retirement Date on or before his date of death, this
benefit shall commence on the first day of the month next
following the date of death.  In other cases the benefit shall
commence on the first day of the month following what would have
been the Participant's Early Retirement Date.

     At any time during his Election Period, a Participant shall
have the right to waive the Qualified Pre-Retirement Survivor
Annuity and select, if otherwise available under the terms of
this Plan, an alternative form of benefit.  Any such waiver shall
be in writing, shall contain the written consent of the
Participant's spouse and shall be either notarized or witnessed
by a Plan representative.  This election, once made, may be
revoked at any time during the Election Period.  To assist the
Participant in making the election, the Committee shall provide
the Participant a notice substantially similar to the notice
specified in Section 6.1(c).  This notice may be supplied at any
time within the period beginning on the first day of the Plan
Year in which the Participant attains age 32 and ending on the
last day of the Plan Year preceding the Plan Year in which the
Participant attains age 35.

     SECTION 7.4  Sickness and Pensioner Death Benefits. Upon
the death of any Employee or any pensioner who is receiving
normal, early, deferred or disability pension benefits in
accordance with the provisions of Sections 5.1, 5.2, 5.3, 5.4
or 5.5, which death is caused by sickness or injury except an
injury arising in the course of employment with the Employer,
a death benefit will be paid to:

<PAGE>
 
     (a)  the spouse of the deceased Employee or pensioner if the
spouse is legally married to him at the time of his death; or

     (b)  the unmarried child or children under the age of 23
years (or over that age if physically or mentally incapable of
self-support) of the deceased Employee or pensioner who was
actually supported in whole or in part by the deceased Employee
or pensioner at the time of his death; or

     (c)  a dependent parent who lives in the same household with
the Employee or pensioner or who lives in a separate household in
the vicinity which is provided for the parent by the Employee or
pensioner; or

     (d)  a trust for the benefit of any of the above
beneficiaries.

     If none of the enumerated beneficiaries survives the
Employee or pensioner, no death benefit will be paid under this
Plan.  If two or more of the enumerated beneficiaries survive the
Employee or pensioner, the Committee, in its sole discretion, may
pay the death benefit to one of the beneficiaries or allocate it
among the beneficiaries in such portions as it may determine.

     The amount of the death benefit shall equal 12 months' wages
computed at the Employee's or pensioner's most recent rate of pay
at the date of death or at retirement, as the case may be.  If
the Employee or pensioner was not employed full time, the death
benefit shall be prorated in accordance with the ratio that the
individual's usual Hours of Service during a Plan Year bear to
the Hours of Service of full time employees during a Plan Year. 
For purposes of this section, the term rate of pay means the
total of the following amounts:  (1) the Employee's annualized
base rate of pay at death, (2) all bonuses paid to the Employee
in the calendar year preceding his death and (3) all commissions
paid to the Employee in the calendar year preceding his death. 
The term rate of pay shall not include overtime, tier payments or
any other form of special or nonrecurring compensation except for
bonuses and commissions included under the preceding sentence.
<PAGE>
 
     The term rate of pay shall not include overtime or any other
form of special or nonrecurring compensation except for bonuses
and commissions included under the preceding sentence, or any
amounts in excess of $150,000 (as adjusted for cost of living
increases) paid to an Employee during any Plan Year. 

      An Employee or pensioner may file with the Committee a
written direction that the death benefit will be paid to his
Beneficiary in equal monthly installments over any period of
years up to ten.  In the absence of such written direction, the
Committee in its sole discretion may pay the death benefit in a
lump sum or in installment payments, the number and size of which
may be varied by the Committee as circumstances may indicate. 
All benefits under this Section are to be paid from the Second
Pension Fund established for this purpose.
              ARTICLE VIII - Employer Contributions

     SECTION 8.1  Employer Contributions.   The Employer shall
contribute such amounts as it determines to be required for the
purpose of meeting the costs of the Plan.  The contributions will
be determined by annual actuarial valuations on the basis of such
actuarial methods and assumptions as are adopted by the Committee
after consultation with an Actuary.  The Employer shall comply
with the applicable minimum funding standards provided in section
412 of the Code.

     SECTION 8.2  Employee Contributions.   Employee
contributions are neither required nor permitted under this Plan.

     SECTION 8.3  Diversion from Employees' Benefit Prohibited.  
All contributions by the Employer are for the exclusive benefit
of Participants and any other person entitled to benefits under
the Plan.  Prior to the satisfaction of all liabilities with
respect to such Participants and other persons, no amounts
arising from the Employer's contributions will revert to the
Employer.

     SECTION 8.4  Return of Erroneous Contributions.  
Notwithstanding Section 8.3, upon the Committee's request
any contribution which was made by a mistake of fact or which is
disallowed as a deduction under the Code, or which is made for a
<PAGE>
 
Year in which in the Plan is held not to be initially qualified
under the Code, shall be returned to the Employer within one year
after the payment of the contribution, the disallowance of the
deduction (to the extent disallowed) or the denial of the initial
qualification, whichever is applicable.  All contributions to
this Plan are made contingent upon their being deductible under
the Code.

     SECTION 8.5  Funding Policy.   The Committee shall from time
to time communicate the liquidity and other needs of the Plan to
the Trustee.

                     ARTICLE IX - Trust Fund

     All contributions under this Plan shall be paid to the
Trustee and deposited in the Trust Fund.  The assets in the Trust
Fund, including investment income, shall be held and invested by
the Trustee or, if one has been appointed, by an Investment
Manager in accordance with the terms of the trust agreement or
investment manager agreement as the case may be.  Benefits
payable under this Plan shall be provided from the Trust Fund as
the circumstances require.  All assets of the Trust Fund,
including investment income, shall be retained for the exclusive
benefit of Participants, Former Participants, Contingent
Annuitants and Beneficiaries and shall be used to pay benefits to
such persons or to pay administrative expenses of the Plan and
Trust Fund to the extent not paid by the Employer and shall not
revert to or inure to the benefit of the Employer.

ARTICLE X - Employees' Benefit Committee and Other Fiduciaries

     SECTION 10.1  Appointment of Committee.  The Board shall
appoint an Employees' Benefit Committee to administer the Plan. 
Any person, including an employee of the Employer or an
Affiliated Company, is eligible for appointment as a member of
the Committee.  Such members shall serve at the pleasure of the
Board.  Any member may resign by delivering his written
resignation to the Board.  Vacancies in the Committee arising by
resignation, death, removal or otherwise, shall be filled by the
Board.
<PAGE>
 
     SECTION 10.2  Named Fiduciary and Plan Administrator.   The
Committee shall be the named fiduciary and plan administrator as
these terms are used in ERISA.  The Committee shall appoint a
secretary to assist it in administering this Plan.  The secretary
shall also be the agent for the service of legal process.  The
Committee may appoint other assistants as may be required to
administer this Plan, including one or more departmental or
Affiliated Company committees which shall have such authority as
may be delegated by the Committee.

     SECTION 10.3  Powers and Duties of Committee.   The
Committee shall administer the Plan in accordance with its terms
and shall have all powers necessary to carry out the provisions
of the Plan, except such powers as are specifically reserved to
the Board or some other person.  The Committee's powers include
the power to make and publish such rules and regulations as it
may deem necessary to carry out the provisions of the Plan.  The
Committee shall interpret the Plan and shall determine all
questions arising in the administration, interpretation, and
application of the Plan.  Any such determination by the Committee
shall be conclusive and binding on all persons.

     SECTION 10.4  Operation of Committee.   The Committee shall
act by a majority of its members at the time in office, and such
action may be taken either by a vote at a meeting or without a
meeting.  Any action taken without a meeting shall be reflected
in a written instrument signed by a majority of the members of
the Committee.  A member of the Committee who is also a
Participant shall not vote on any question relating specifically
to himself.  Any such question shall be decided by the majority
of the remaining members of the Committee.  The Committee may
authorize any one or more of its members to execute any document
or documents on behalf of the Committee, in which event the
Committee shall notify the Trustee and the Investment Manager in
writing of such action and the name or names of its member or
members so designated.  The Trustee and the Investment Manager
thereafter shall accept and rely upon any document executed by
such member or members as representing action by the Committee
until the Committee shall file with the Trustee and the
Investment Manager a written revocation of such designation.
<PAGE>
 
The Committee may adopt such by-laws or regulations as it deems
desirable for the conduct of its affairs.  The Committee shall
keep a record of all its proceedings and acts and shall keep all
such books of account, records, and other data as may be
necessary for the proper administration of the Plan.

     SECTION 10.5  Power to Appoint Advisors.   The Committee may
appoint such Actuaries, accountants, attorneys, specialists, and
other persons as it deems necessary or desirable in connection
with the administration of this Plan.  Such accountants and
attorneys may, but need not, be accountants and attorneys for the
Employer.  The Committee shall be entitled to rely upon any
opinions or reports which shall be furnished to it by any such
Actuary, accountant, attorney or other specialist.

     SECTION 10.6  Expenses of Committee.   The members of the
Committee shall serve without compensation for services as such,
but all reasonable expenses of the Committee shall be paid by the
Employer.  Such expenses shall include any expenses incident to
the functioning of the Committee, including, but not limited to,
fees of Actuaries, accountants, attorneys, and other specialists,
and other costs of administering the Plan.

     SECTION 10.7  Duties of Fiduciaries.   All fiduciaries under
the Plan and Trust shall act solely in the interests of the
Participants and their Beneficiaries and in accordance with the
terms and provisions of the Plan and Trust insofar as such
documents are consistent with ERISA, and with the care, skill,
prudence, and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of like
character and with like aims.  Any person may serve in more than
one fiduciary capacity with respect to the Plan and Trust.

     SECTION 10.8  Liability of Members.   No member of the
Committee shall incur any liability for any action or failure to
act, excepting only liability for his own breach of fiduciary
duty.  To the extent not covered by insurance, the Employer shall
indemnify each member of the Committee and any employee acting on
its behalf against any and all claims, loss, damages, expense,
<PAGE>
 
and liability arising from any action or failure to act under
this Plan.

     SECTION 10.9  Allocation of Responsibility.   The Board,
Trustee, Investment Manager and the committees established to
administer the Plan possess certain specified powers, duties,
responsibilities and obligations under the Plan and Trust.  It is
intended under this Plan that each be solely responsible for the
proper exercise of its own functions and that each shall not be
responsible for any act or failure to act of another, unless
otherwise responsible as a breach of its own fiduciary duty.

     a.   Generally, the Board shall be responsible for
          appointing the members of the committees it may
          establish to administer this Plan.  If this Plan shall
          at any time permit employees to invest any portion of
          Plan assets in Employer securities, the Board shall
          have sole authority to terminate this Plan and to make
          any discretionary amendments, while any Board-appointed
          committee given such authority shall be responsible for
          making mandatory, non-discretionary amendments and for
          recommending to the Board any other Plan amendments it
          deems appropriate.

     b.   The Board-appointed committees so authorized shall have
          the responsibilities of making Plan amendments not
          specifically reserved to the Board in the preceding
          subsection, including sole discretion to amend the Plan
          if employees are not authorized to invest Plan assets
          in Employer securities, to select Investment Managers,
          to direct the Trustee and the Investment Managers with
          respect to all matters relating to the investment of
          Plan assets, to review and report to the Board on the
          investment policy and performance of Plan assets and
          generally to administer the Plan according to its
          terms.

     c.   The Trustee or the Investment Manager, as the case may
          be, is responsible for the management and control of
          the Plan's assets as specifically provided in the trust
          agreement or investment manager agreement.
<PAGE>
 
     d.   The Board may dissolve any committee it appoints or
          reserve to itself any of its powers previously
          delegated to a Board-appointed committee.  In addition,
          the Board may reorganize the committees it establishes
          from time to time and reallocate their responsibilities
          between them or assign them to other persons or
          committees provided that the Employees' Benefit
          Committee shall at all times continue as plan
          administrator and named fiduciary as these terms are
          defined in ERISA unless the Board formally amends the
          Plan to reallocate these responsibilities.  The Board
          and the various committees may designate persons,
          including committees, other than named fiduciaries to
          carry out their responsibilities (other than trustee
          responsibilities) under the Plan.

     SECTION 10.10  Claims Review Procedures.   The Committee
shall maintain a procedure under which any Participant or
Beneficiary (hereinafter called "claimant") whose claim for
benefits under the Plan has been denied will receive written
notice which clearly sets forth the specific reason or reasons
for such denial, the specific Plan provision or provisions on
which the denial is based, any additional information necessary
for the claimant to perfect the claim, if possible, an
explanation of why such additional information is needed, and an
explanation of the Plan's claims review procedure.  Said
procedure should allow a claimant at least 60 days after receipt
of the written notice of denial to request a review of such
denied claim, and the Committee shall make its decision based on
such review within 60 days (120 days if special circumstances
require more time) of its receipt of the request for review.  The
decision on review shall be in writing and shall clearly describe
the reasons for the Committee's decision.

                     ARTICLE XI - Amendments

     Any amendment may be made to this Plan which does not cause
any part of the Plan's assets to be used for, or diverted to, any
purpose other than the exclusive benefit of Participants, Former
Participants, Contingent Annuitants or Beneficiaries, provided 
<PAGE>
 
however, that any amendment may be made, with or without
retroactive effect, if such amendment is necessary or desirable
to comply with applicable law.  Except in the case where approved
by the Secretary of Labor because of substantial business
hardship, as provided in section 412(c)(8) of the Code, no
amendment shall be made to the Plan if it would decrease the
Accrued Benefit of any Participant, eliminate or reduce an early
retirement benefit or a retirement-type subsidy or eliminate an
optional form of benefit as may be provided in regulations under
Code section 411(d)(6).

          ARTICLE XII - Successor Employer and Merger or
                      Consolidation of Plans

     SECTION 12.1  Successor Employer.   In the event of the
dissolution, merger, consolidation or reorganization of the
Employer, provision may be made by which the Plan and Trust will
be continued by the successor, and, in that event, such successor
shall be substituted for the Employer under the Plan.  The
substitution of the successor shall constitute an assumption of
Plan liabilities by the successor and the successor shall have
all of the powers, duties and responsibilities of the Employer
under the Plan.

     SECTION 12.2  Plan Assets.   In the event of any merger or
consolidation of the Plan with, or transfer in whole or part, of
the assets and liabilities of the Trust after September 2, 1974,
to another trust held under any other plan of deferred
compensation maintained or to be established for the benefit of
all or some of the Participants of this Plan, the assets of the
Plan applicable to such Participants shall be transferred to the
other trust only if:

     (a)  each Participant would (if either this Plan or the
          other plan then terminated) receive a benefit
          immediately after the merger, consolidation or transfer
          which is equal to or greater than the benefit he would
          have been entitled to receive immediately before the
          merger, consolidation or transfer (if this Plan had
          then terminated);
<PAGE>
 
     (b)  resolutions of the Boards of Directors of the Employer
          under this Plan, and of any new or successor employer
          of the affected Participants, shall authorize such
          transfer of assets; and, in the case of the new or
          successor employer of the affected Participants, its
          resolutions shall include an assumption of liabilities
          with respect to such Participants' inclusion in the new
          employer's plan; and

     (c)  such other plan and trust are qualified under sections
          401(a) and 501(a) of the Code.

                 ARTICLE XIII - Plan Termination

     SECTION 13.1  Right to Terminate.   In accordance with the
procedures set forth in this Article, and consistent with the
provisions of title IV of ERISA, the Board may terminate this
Plan at any time.  In the event the Plan is terminated or
partially terminated, whether by formal action or in actual
operation, the funded Accrued Benefits of all affected
Participants shall become fully vested.

     SECTION 13.2  Partial Termination.   Upon termination of the
Plan with respect to a group of Participants which constitutes a
partial termination of the Plan, the Accrued Benefits of all
affected Participants shall become fully vested.  The Trustee
shall, in accordance with the directions of the Committee,
allocate and segregate for the benefit of the Participants or
Former Participants with respect to which the Plan is being
terminated the proportionate interest of such Participants in the
Trust Fund.

     SECTION 13.3  Allocation of the Plan's Assets.   If the Plan
is to be of the terminated, by written notice or in Plan's Assets
actual operation, it shall first be amended to provide for the
allocation of the Plan's assets in accordance with the priorities
established by section 4044 of ERISA and regulations thereunder. 
Any excess assets remaining after all liabilities of the Plan to
Participants and their Beneficiaries have been satisfied shall be
distributed to the Employer.  In the event that Plan liabilities
exceed Plan assets, the Employer's liability shall be limited to
<PAGE>
 
paying only such additional amounts which when added to existing
Plan assets may be required to pay benefits which are guaranteed
by the Pension Benefit Guaranty Corporation under Section 4022 of
ERISA.

     SECTION 13.4  Nondiscrimination Payment of Benefits.   In
the event of plan termination, the benefits paid from this Plan
in to any current or former Highly Compensated Employee shall be
limited as necessary to satisfy the nondiscrimination
requirements of Code section 401(a)(4).

     SECTION 13.5  Benefit Limits for Restricted Employees.   (a)
Subject to subsection (b), benefit payments to a "restricted
employee" shall not exceed the periodic amounts payable under a
single life annuity that is actuarially equivalent to the
employee's entire Plan benefit.  This limit shall not apply if
either of the following is true:

(1)  Immediately after a payment of a benefit to the restricted
     employee Plan assets equal at least 110 percent of the
     Plan's current liabilities.

(2)  The value of the benefit paid is less than one percent of
     the Plan's current liabilities.

     For this purpose, "benefits" means all accrued and other
Plan benefits; "benefits paid" includes regular payments, and
death and disability payments; and "restricted employee" means
one of the highest-paid 25 of the current and former Highly
Compensated Employees with benefits under the Plan.

     (b)  Benefits may be paid to a restricted employee in a lump
sum or in faster installments than permitted under subsection (a)
if the following conditions are met:

(1)  Before receiving any payments the restricted employee agrees
     in writing to repay the actuarial value of the amounts by
     which the payments exceed the amounts otherwise allowed
<PAGE>
 
     under subsection (a) if the Plan is terminated at a time
     when neither of the tests (1) and (2) in subsection (a) are
     met.

(2)  The employee guarantees repayment under (1) by fulfilling
     the following conditions:

     (i)  Providing security acceptable to the Committee equal to
          125 percent of the amount that would have to be repaid
          if the Plan terminated on the date of distribution.

     (ii) Agreeing to keep the security arrangement in effect and
          to provide additional security from time to time as may
          be needed to restore the security to the 125 percent
          level if the market value of the security ever becomes
          less than 110 percent of the repayable amount.

                ARTICLE XIV - Top-Heavy Provisions

     SECTION 14.1 Rules to Apply if Plan Top-Heavy. 
Notwithstanding any other relevant provision of this Plan to the
contrary, the following rules will apply for any Plan Year that
the Plan becomes "top-heavy" (as defined in Section 14.2):

     (a)  Vesting.  Except to the extent they are more favorable
to Participants at any point in time, the Plan's normal vesting
provisions shall be disregarded and in their place an employee
will become vested at the rate of 20 percent after two Years of
Service and 20 percent each year thereafter until 100 percent
vesting is achieved after six Years of Service.

     (b)  Minimum Benefit and Accrual.  For each Year the Plan is
deemed "top-heavy" each participant who is a non-key employee
shall have a minimum formula benefit and Accrued Benefit equal to
the lesser of:

     (i)  20 percent of such non-key employee's average
          compensation; or
<PAGE>
 
     (ii) 2 percent of his average compensation times his Years
          of Service.  Such benefit shall be in the form of a
          life annuity.  For the purposes of making this
          computation, the term "average compensation" means the
          average of the five consecutive Plan Years during which
          such Participant has the greatest aggregate
          compensation from the Employer.  Compensation means the
          compensation of the Participant from the Employer for
          the year.  The minimum benefit shall be payable
          regardless of a non-key employee's level of
          compensation or whether he is employed on a specified
          date, such as the last day of the Plan Year.

     (c)  Limitation on Benefits.  In applying the dollar
limitations under Section 415(e) of the Code, the 1.25 limitation
shall be supplanted by a 1.0 limitation for each year during
which the Plan is top-heavy.

     (d)  Maximum Compensation.  The maximum annual compensation
of each employee that may be taken into account under the Plan
shall not exceed $150,000 (or such larger amount based on cost of
living adjustments as may be permitted under the Code).

     SECTION 14.2  Top-Heavy Definition.   For purposes of this
Section, the Plan will be considered "top-heavy" if on any given
determination date (the last day of preceding Plan Year or, in
the case of the Plan's first year, the last day of such Year) the
sum of the present value of the total accrued benefits for key
employees is more than 60 percent of the present value of the
total accrued benefits of all employees.  The present value of
accrued benefits shall be determined on the annual valuation date
(the date used for computing plan costs for minimum funding
purposes) that falls within the 12-month period ending on the
determination date.  The present value shall include
distributions made during any given Plan Year containing the
determination date and the preceding four Plan Years but shall
not include the present value of the benefits for any person who
has not received any compensation from the Employer at any time
during the five-year period ending on the determination date. 
The method of determining the top-heavy ratio shall be made in
accordance with Code section 416.
<PAGE>
 
     In making the top-heavy calculation, (a) all the Employer's
plans in which a key employee participates shall be aggregated
with all other Employer plans which enable a plan in which a key
employee participates to satisfy the Code's non-discrimination
requirements; and (b) all Employer plans not included in
subparagraph (a), above, may be aggregated with the Employer's
plans included in subparagraph (a), above, if all of the
aggregated plans would be comparable and satisfy the Code's
non-discrimination requirements.

     SECTION 14.3  Key Employee Definition.   A key employee is
any employee or former employee who at any time during the Plan
Year or the four preceding Plan Years is such within the meaning
of Code section 416.  As of the effective date, the term key
employee includes the following individuals:

     (a)  an officer (but not more than 50 persons or, if lesser,
the greater of 3 or 10 percent of employees) having an annual
compensation greater than 50 percent of the dollar limit for
benefits payable from a defined benefit plan under Code section
415(b)(1)(A);

     (b)  one of 10 employees owning the largest interests of the
Employer (and having an annual compensation from the Employer
which is at least equal to the dollar limitation for
contributions to defined contribution plans as specified in Code
section 415(c)(1)(A));

     (c)  a five-percent owner of the Employer; and

     (d)  a one-percent owner of the Employer whose annual
compensation from the Employer exceeds $150,000.

     SECTION 14.4  Relationship of the Normal and the Top-Heavy
Vesting Schedules.   If the Plan's top-heavy status changes and
this change alters the Plan's normal vesting schedule, no
Participant's vested accrued benefit immediately prior to such
change in status shall be diminished on account of the change in
the vesting schedule.  In addition, the vesting for each 
<PAGE>
 
Participant in the Plan at the time of the change in status shall
be determined under whichever schedule provides the greatest
vested benefit at any particular point in time.

     SECTION 14.5  Participation in Other Plans.   A non-key
employee who participates in both a defined contribution plan and
a defined benefit plan of the Company shall not be entitled to
receive minimum benefits and/or minimum contributions under all
such plans.  Instead, the employee shall receive the minimum
benefit as set forth in Section 15.1(b).

                    ARTICLE XV - Miscellaneous

     SECTION 15.1  Nonguarantee of Employment.   Nothing
contained in this Plan shall be construed as a contract of
employment between the Employer and any Employee, or as a right
of any Employee to be continued in the employment of the
Employer, or as a limitation on the right of the Employer to
discharge any of its Employees, with or without cause.

     SECTION 15.2  Right to Former Plan Assets.   No Participant,
Former Participant, Contingent Annuitant or Beneficiary shall
have any right to, or interest in, any assets of the Plan upon
termination of employment or otherwise, except as provided from
time to time under this Plan, and then only to the extent of the
benefits payable under the Plan to such Participant, Former
Participant, Contingent Annuitant or Beneficiary out of the
assets of the Plan.  All payments of benefits provided for in
this Plan shall be made solely out of the assets of the Plan.

     SECTION 15.3  Nonalienation of Benefits.   Benefits payable
under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind,
either voluntary or involuntary, including any such liability
which arises from the Participant's bankruptcy prior to actually
being received by the person entitled to the benefit under the
terms of the Plan.  Any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose
of any right to benefits payable hereunder, shall be void.  The 
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Plan shall not in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts of any person
entitled to benefits hereunder.

     Notwithstanding the foregoing, Plan benefits may be paid
pursuant to a qualified domestic relations order as defined in
Code section 414(p) pursuant to procedures adopted by the
Committee.  In addition, a Participant, Beneficiary or Contingent
Annuitant whose benefits are in pay status may make a voluntary,
revocable assignment or alienation of future benefit payments not
to exceed, when all such amounts are aggregated, 10 percent of
each benefit payment.  No part of any such voluntary assignment
or alienation may be used for defraying plan administrative
costs.  All requests for benefit assignments shall be in writing
to the Committee on a form approved by it and pursuant to such
rules as the Committee may prescribe.

     SECTION 15.4  Adoption by Affiliated Company.   This Plan
may, with the approval of the Board, be adopted by any Affiliated
Company.  Any such adoption must be authorized by the adopting
company's board of directors and shall be evidenced by the
execution of an adoption agreement which signifies the class of
eligible employees, the extent to which Years of Service prior to
the date of adoption shall be used to determine benefit levels,
and any other relevant terms.  Except to the extent otherwise
required by law, each adopting company shall be responsible for
making contributions, paying administrative expenses and
incurring similar obligations only with respect to its own
employees who are covered by this Plan.

     SECTION 15.5  Governing Law.   To the extent not preempted
by federal law, this Plan shall be interpreted and enforced in
accordance with the laws of New York.

     IN WITNESS WHEREOF, the Employer has caused its duly
authorized officer to execute this Plan document on its behalf
this 26th day of May, 1995.


                         FRONTIER CORPORATION

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