<PAGE>
 
                          EXHIBIT 10.23
                                                        [2/14/95]
                       FRONTIER CORPORATION
                 MANAGEMENT STOCK INCENTIVE PLAN


1.      BACKGROUND AND PURPOSE

        On April 27, 1994, the shareholders of Rochester
Telephone Corporation approved the Restated Executive Stock
Option Plan.  Frontier Corporation (the "Company"), as successor
to Rochester Telephone Corporation, hereby continues, amends,
restates and renames the Restated Executive Stock Option Plan as
the Frontier Corporation Management Stock Incentive Plan (the
"Plan").  The purpose of this restated Plan remains to enable the
Company to attract and retain key employees and provide them with
an incentive to maintain and enhance the Company's long-term
performance record.  It is intended that this purpose will best
be achieved by granting eligible key employees incentive stock
options ("ISOs"), non-qualified stock options ("NQSOs") and
restricted stock grants, individually or in combination, under
this Plan pursuant to the rules set forth in Sections 83, 162(m),
421 and 422 of the Internal Revenue Code, as amended from time to
time.

2.      ADMINISTRATION

        The Plan shall be administered by the Company's
Committee on Management (the "Committee").  This Committee shall
consist of at least two members of the Company's Board of
Directors all of whom shall, unless the Board determines
otherwise, be "outside directors" as this term is defined in Code
Section 162(m) and regulations thereunder and none of whom during
the twelve months prior to commencement of service on the
Committee, or during such service, has been granted or awarded
any equity security or derivative security of the Company
pursuant to the Plan or, except as permitted by Rule 16b-3
(c)(2)(i), or any successor provision, promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange 
<PAGE>
 
Act"), any other plan of the Company.  Subject to the provisions
of the Plan, the Committee shall possess the authority, in its
discretion, (a) to determine the employees of the Company to
whom, and the time or times at which, ISOs and/or NQSOs (ISOs and
NQSOs are collectively referred to as "options") and restricted
stock grants (all three types of grants are collectively referred
to as "awards") shall be granted; (b) to determine at the time of
grant whether an award will be an ISO, a NQSO, a restricted stock
grant or a combination of these awards and the number of shares
to be subject to each award; (c) to prescribe the form of the
award agreements and any appropriate terms and conditions
applicable to the awards and to make any amendments to such
agreements or awards; (d) to interpret the Plan; (e) to make and
amend rules and regulations relating to the Plan; and (f) to make
all other determinations necessary or advisable for the
administration of the Plan.  The Committee's determinations shall
be conclusive and binding.  No member of the Committee shall be
liable for any action taken or decision made in good faith
relating to the Plan or any award granted hereunder.

3.      ELIGIBLE EMPLOYEES

        Awards may be granted under the Plan only to employees
of the Company and its subsidiaries (which shall include all
corporations of which at least fifty percent of the voting stock
is owned by the Company directly or through one or more
corporations at least fifty percent of the voting stock of which
is so owned) who hold a position of manager or higher and who
have the capability of making a substantial contribution to the
success of the Company.  

4.      SHARES AVAILABLE

        The total number of shares of the Company's Common Stock
(par value of $1.00 per share) available in the aggregate for
awards under this Plan during any calendar year shall not exceed
one percent (1%) of the number of issued shares of the Company's
Common Stock, including treasury shares, determined as of the
first day of such calendar year (subject to substitution or
adjustment as provided in Section 10).  In addition, not more
than 5 million shares of Common Stock shall be available for ISO
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awards during the term of the Plan.  Finally, the aggregate
number of shares which may be issued under restricted stock
grants at any one time during the life of the Plan may not exceed
three percent (3%) of the number of issued shares, including
treasury shares, of the Company's Common Stock.  Shares to be
granted may be authorized and unissued shares or may be treasury
shares.           

        The total number of shares with respect to which ISO and
NQSO awards in the aggregate may be granted to any one
participant may not exceed 500,000 per calendar year (subject to
substitution or adjustment as provided in Section 10).  The total
number of shares with respect to which restricted stock awards
may be granted to any one participant shall not exceed 100,000
per calendar year (subject to substitution or adjustment as
provided in Section 10).  

        If an award expires, terminates or is cancelled without
being exercised or becoming vested, new awards may thereafter be
granted under the Plan covering such shares unless Rule 16b-3
provides otherwise.  No award may be granted more than 10 years
after the effective date of the Plan.

5.      TERMS AND CONDITIONS OF ISOS

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

        (a)  Exercise Price.  The exercise price under each
    option shall equal the fair market value of the Common Stock
    at the time such option is granted, or, if there was no
    trading in such stock on the date of such grant, the closing
    price on the last preceding day on which there was such
    trading.  If an option is granted to an officer or employee
    who at the time of grant owns stock possessing more than ten
    percent of the total combined voting power of all classes of
    stock of the Company (a "10-percent Shareholder"), the
    purchase price shall be at least 110 percent of the fair
    market value of the stock subject to the option.
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        (b)  Duration of Option.  Each option by its terms 
    shall not be exercisable after the expiration of ten years
    from the date such option is granted.  In the case of an
    option granted to a 10-percent Shareholder, the option by
    its terms shall not be exercisable after the expiration of
    five years from the date such option is granted. 

        (c)  Options Nontransferable.  Each option by its terms
    shall not be transferable by the participant otherwise than
    (i) by will or the laws of descent and distribution, (ii)
    pursuant to a domestic relations order, or (iii) to the
    extent permitted under the option agreement or
    interpretation of the Committee, by gift to family members
    or entities beneficially owned by family members or other
    permitted transferees under Rule 16b-3 promulgated under the
    Exchange Act, and shall be exercisable, during the
    participant's lifetime, only by the participant, the
    participant's guardian or the participant's legal
    representative, the participant's transferee under a
    domestic relations order or other permitted transferee under
    this section.  To the extent required for the option grant
    and/or exercise to be exempt under Rule 16b-3, options (or
    the shares of Common Stock underlying the options) must be
    held by the participant for at least six months following
    the date of grant.

        (d)  Exercise Terms.  Each option granted under the Plan
    shall become exercisable with respect to 33 1/3 percent of
    the shares subject thereto on the first anniversary of the
    date of grant and with respect to an additional 33 1/3
    percent of such shares on each of the second and third
    anniversaries of such date of grant.  Options may be
    partially exercised from time to time during the period
    extending from the time they first become exercisable until
    the tenth anniversary (fifth anniversary for a 10-percent
    Shareholder) of the date of grant.
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               No outstanding option may be exercised by any
     person if the employee to whom the option is granted is, or
     at any time after the date of grant has been, in
     competition with the Company or an affiliated company,
     including Upstate Cellular Network.  The Committee has the
     sole discretion to determine whether an employee's actions
     constitute competition with the Company or an affiliated
     company, including Upstate Cellular Network.  The Committee
     may impose such other terms and conditions on the exercise
     of options as it deems appropriate to serve the purposes
     for which this Plan has been established.

        (e)  Maximum Value of ISO Shares.  No ISO shall be
     granted to an employee under this Plan or any other ISO
     plan of the Company or its subsidiaries to purchase shares
     as to which the aggregate fair market value (determined as
     of the date of grant) of the Common Stock which first
     become exercisable by the employee in any calendar year
     exceeds $100,000.

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

        Each NQSO granted under the Plan shall be evidenced by a
NQSO option agreement in such form as the Committee shall approve
from time to time, which agreement shall conform to this Plan and
contain the same terms and conditions as the ISO option agreement
except that the 10-percent Shareholder restrictions in Sections
5(a) and 5(b) and the maximum value of share rules of Section
5(e) shall not apply to NQSO grants.  To the extent an option
initially designated as an ISO exceeds the value limit of
Section 5(e), it shall be deemed a NQSO and shall otherwise
remain in full force and effect.

7.   TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS

        The Committee may, evidenced by such written agreement
as the Committee shall from time to time prescribe, grant to an
eligible employee a specified number of shares of the Company's
Common Stock which shall vest only after the attainment of the
relevant restrictions described in Section 7(b) below
("restricted stock").  Such restricted stock shall have an
appropriate restrictive legend affixed thereto.  A restricted
stock grant shall be neither an option nor a sale, but shall be
subject to the following conditions and restrictions:

     (a)   Restricted stock may not be sold or otherwise
           transferred by the participant until ownership vests,
           provided however, to the extent required for the
           restricted stock grant to be exempt under Rule 16b-3,
           the restricted stock must be held by the participant
           for at least six months following the date of
           vesting.

     (b)   Ownership shall vest only following satisfaction of
           one or more of the following criteria as the
           Committee may prescribe:  

           (1)  the passage of three years, or such longer
                period of time as the Committee in its
                discretion may provide, from the date of grant.
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           (2)  the attainment of performance-based goals
                established by the Committee as of the date of
                grant.  If the participant's compensation is
                subject to the $1 million cap of Code Section
                162(m), the Committee may establish such
                performance goals based on one or more of the
                following targets:
     
                - total shareholder return

                - earnings per share growth

                - cash flow growth

                - return on equity and/or

                If the participant's compensation is not subject
                to the $1 million cap of Code Section 162(m),
                the Committee may establish the performance goal
                on the basis of the preceding four targets or
                any other target it may from time to time deem
                appropriate in its discretion.

           (3)  any other conditions the Committee may
                prescribe, including a non-compete requirement.

     (c)   Unless the Committee shall determine otherwise with
           respect to participants whose compensation is not
           governed by Code Section 162(m), the Committee shall
           grant and administer all performance-based awards
           under (b)(2) above with the intent of meeting the
           criteria of Code Section 162(m) for performance-based
           compensation.  To this end, the outcome of all
           targeted goals shall be substantially uncertain on
           the date of grant; the goals shall be established no
           later than 90 days following the commencement of
           service to which the goals relate; the minimum period
           for attaining each performance goal shall be one
           year; and the Committee shall certify at the
           conclusion of the performance period whether the
           performance-based goals have been attained.  Such
           certification may be made by noting the attainment of the
           goals in the minutes of the Committee's meetings.
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     (d)   Except as otherwise determined by the Committee, all
           rights and title to restricted stock granted to a
           participant under the Plan shall terminate and be
           forfeited to the Company upon failure to fulfill all
           conditions and restrictions applicable to such
           restricted stock.

     (e)   Except for the restrictions set forth in this Plan
           and those specified by the Committee in any
           restricted stock agreement, a holder of restricted
           stock shall possess all the rights of a holder of the
           Company's Common Stock (including voting and dividend
           rights); provided, however, that prior to vesting the
           certificates representing such shares of restricted
           stock (and the amount of any dividends issued with
           respect thereto) shall be held by the Company for the
           benefit of the participant and the participant shall
           deliver to the Company a stock power executed in
           blank covering such shares.  As the shares vest,
           certificates representing such shares shall be
           released to the participant.

     (f)   All other provisions of the Plan not inconsistent
           with this section shall apply to restricted stock or
           the holder thereof, as appropriate, unless otherwise
           determined by the Committee.

8.   GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES

             The Company shall not be required to deliver any
certificate upon the grant, vesting or exercise of any award or
option until it has been furnished with such opinion,
representation or other document as it may reasonably deem
necessary to insure compliance with any law or regulation of the
Securities and Exchange Commission or any other governmental
authority having jurisdiction under this Plan.  Certificates
delivered upon such grant or exercise may bear a legend
restricting transfer absent such compliance.  Each award shall be
<PAGE>
 
subject to the requirement that, if at any time the Committee
shall determine, in its discretion, that the listing,
registration or qualification of the shares subject to such award
upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection
with, the granting of such awards or the issue or purchase of
shares thereunder, such awards may not vest or be exercised in
whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee
in the exercise of its reasonable judgment.

9.   IMPACT OF TERMINATION OF EMPLOYMENT

           (a)  Options

           If the employment of a participant terminates by
reason of the participant's disability or death, any option may
be exercised, in the case of disability, by the participant or,
in the case of death, the participant's designated beneficiary
(or personal representative if there is no designated
beneficiary) at any time prior to the earlier of the expiration
date of the option or the expiration of three years after the
date of disability or death, but only if, and to the extent that
the participant was entitled to exercise the option at the date
of disability or death.  If the employment of a participant
terminates at any time on or after the participant is entitled to
receive an early retirement service pension or a normal service
pension under Sections 5.1, 5.2, or 5.3 of the Management Pension
Plan, or the equivalent plan if the participant is not a
participant in the Management Pension Plan, the participant may
exercise any options pursuant to the terms of the option
agreement governing such options.  Upon termination of the
participant's employment for any reason other than retirement,
disability or death, all options held by the participant, whether
vested or not, shall be forfeited.  An option that remains
exercisable after the expiration of three months from termination
of employment shall be treated as a NQSO after three months even
if it would have been treated as an ISO if exercised within three
months of termination.  Notwithstanding the foregoing, an option
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may not be exercised after retirement if the Committee reasonably
determines that the termination of employment of such participant
resulted from willful acts, or failure to act, by the participant
detrimental to the Company or any of its subsidiaries.

     (b)   Restricted Stock Grants

           (i)  Passage of Time Vesting.  If a participant has
been awarded restricted stock whose vesting is conditioned solely
on the passage of time, any termination of employment for any
reason, shall result in the forfeiture of all restricted stock
awards that were not vested prior to the termination of
employment except as otherwise provided by the Committee.

           (ii) Performance-Based Vesting.  If a participant has
been awarded restricted stock whose vesting is based solely on
the attainment of performance-based goals or partly on the
attainment of performance-based goals and partly on the passage
of time, any termination of employment except death, disability
or retirement under Sections 5.1, 5.2 or 5.3 of the Management
Pension Plan shall result in the forfeiture of all restricted
stock awards that were not vested prior to the termination of
employment.  A participant who terminates employment on account
of death, disability or retirement may, if the performance-based
criteria are eventually attained, be awarded (or, in the event of
death, the participant's designated beneficiary or personal
representative if there is no designated beneficiary shall be
awarded) up to a pro rata portion of the restricted shares based
on the participant's length of service as of his or her
termination of employment over the length of the award period
ending on the date the performance-based criteria are satisfied
(or the passage of time would have been satisfied, if later, for
an award based in part on performance goals and in part on the
passage of time).  The Committee shall have the discretion
whether to grant a full pro rata portion of the restricted
shares, a lesser portion or no shares at all under this
subsection (b)(ii).
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        (c)  Acts Not Constituting Termination of Employment.  

        Unless otherwise determined by the Committee, an
authorized leave of absence shall not constitute a termination of
employment for purposes of this Plan.  In addition, participants
who transfer employment within the Frontier Group of companies,
including Upstate Cellular Network, shall not be considered to
have terminated employment.  Any such transferred participants
shall remain eligible to exercise previously granted options and
to vest in restricted stock awards in accordance with their terms
as if no termination occurred and shall be eligible to receive
additional awards pursuant to the terms of employment with their
new employer.


10.  ADJUSTMENT OF SHARES

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

11.  WITHHOLDING TAXES

        Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, or whenever
restricted stock vests, the Company shall have the right to
require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and/or local income and
employment withholding tax requirements prior to the delivery of
any certificate or certificates for such shares or to take any
<PAGE>
 
other appropriate action to satisfy such withholding
requirements.  Notwithstanding the foregoing, subject to such
rules as the Committee may promulgate and compliance with any
requirements under Rule 16b-3, the recipient may satisfy such
obligation in whole or in part by electing to have the Company
withhold shares of Common Stock from the shares to which the
recipient is otherwise entitled.

12.  NO EMPLOYMENT RIGHTS

        The Plan and any awards granted under the Plan shall not
confer upon any participant any right with respect to continuance
as an employee of the Company or any subsidiary, nor shall they
interfere in any way with the right of the Company or any
subsidiary to terminate the participant's position as an employee
at any time.

13.  RIGHTS AS A SHAREHOLDER

        The recipient of any option under the Plan shall have no
rights as a shareholder with respect thereto unless and until
certificates for the underlying shares of Common Stock are issued
to the recipient.  The recipient of a restricted stock grant
shall have all rights of a shareholder except as otherwise
limited by the terms of this Plan.

14.  AMENDMENT AND DISCONTINUANCE

        This Plan may be amended, modified or terminated by the
Committee or by the shareowners of the Company, except that the
Committee may not, without approval of the shareholders,
materially increase the benefits accruing to participants under
the Plan, increase the maximum number of shares as to which
awards may be granted under the Plan, change the basis for making
performance-based awards for participants whose compensation is
subject to Section 162(m), change the minimum exercise price of
options, change the class of eligible persons, extend the period
for which awards may be granted or exercised, or withdraw the
authority to administer the Plan from the Committee or a
committee of the Committee consisting solely of outside directors
unless the Board determines that inside directors may serve on
<PAGE>
 
the Committee.  Notwithstanding the foregoing, to the extent
permitted by law, the Committee may amend the Plan without the
approval of shareholders, to the extent it deems necessary to
cause the Plan to comply with Securities and Exchange Commission
Rule 16b-3 or any successor rule, as it may be amended from time
to time.  Except as required by law, no amendment, modification,
or termination of the Plan may, without the written consent of a
participant to whom any award shall theretofore have been
granted, adversely affect the rights of such participant under
such award.

15.  CHANGE IN CONTROL

        (a)  Notwithstanding other provisions of the Plan, in
the event of a change in control of the Company (as defined in
subsection (c) below), all of a participant's restricted stock
awards shall become immediately vested to the same extent as if
all restrictions had been satisfied and all options shall become
immediately vested and exercisable, unless directed otherwise by
a resolution of the Committee adopted prior to and specifically
relating to the occurrence of such change in control.

        (b)  In the event of a change in control each
participant holding an exercisable option (i) shall have the
right at any time thereafter during the term of such option to
exercise the option in full notwithstanding any limitation or
restriction in any option agreement or in the Plan, and (ii) may,
subject to Committee approval and after written notice to the
Company within 60 days after the change in control, or, if the
participant is an officer subject to Section 16 of the Exchange
Act and to the extent required to exempt the transaction under
Rule 16b-3, during the period beginning on the third business day
and ending on the twelfth business day following the first
release for publication by the Company after such change of
control of a quarterly or annual summary statement of earnings,
which release occurs at least six months following grant of the
option, whichever period is longer, receive, in exchange for the
surrender of the option or any portion thereof to the extent the
option is then exercisable in accordance with clause (i), an
amount of cash equal to the difference between the fair market
value (as determined by the Committee) on the date of surrender
<PAGE>
 
of the Common Stock covered by the option or portion thereof
which is so surrendered and the option price of such Common Stock
under the option.

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

     1)  there shall be consummated

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

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

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

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

     4)  individuals who constitute the Company's Board of
         Directors on the date hereof (the "Incumbent Board")
         cease for any reason to constitute at least a majority
         thereof, provided that any person becoming a director
<PAGE>
 
         subsequent to the date hereof whose election, or nomination
         for election by the Company's shareholders, was approved by
         a vote of at least three quarters of the directors
         comprising the Incumbent Board (either by a specific vote or
         by approval of the proxy statement of the Company in which
         such person is named as a nominee for director, without
         objection to such nomination) shall be, for purposes of this
         clause (d), considered as though such person were a member
         of the Incumbent Board.

16.  EFFECTIVE DATE

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

17.  DEFINITIONS

        Any terms or provisions used herein which are defined in
Sections 83, 162(m), 421, or 422 of the Internal Revenue Code as
amended, or the regulations thereunder or corresponding
provisions of subsequent laws and regulations in effect at the
time awards are made hereunder, shall have the meanings as
therein defined.

18.  GOVERNING LAW

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


Dated: 4/26/95                  FRONTIER CORPORATION

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

Date of Shareholder Approval: 4/26/95